Amendment and Restatement. (i) On the Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement. (ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof. (iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement. (iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements. (v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 2 contracts
Sources: Credit Agreement (Viad Corp), Credit Agreement (Viad Corp)
Amendment and Restatement. 15.1 Borrower acknowledges, confirms and agrees that (i) On the Effective Date, security interests and liens granted to Bank pursuant to the Existing Credit Agreement shall remain in full force and effect and shall secure all Obligations hereunder, (ii) such security interests and liens shall be amendeddeemed to be continuously granted and perfected from the earliest date of granting and perfection of such security interests and liens, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement) whether under the Existing Credit Agreement as in effect prior to or otherwise, (iii) the Effective Date Obligations represent, among other things, the amendment, restatement, renewal, extension, consolidation and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement modification of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors Obligations arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement and the Existing Loan Documents and (iv) the Existing Agreement and the Existing Loan Documents to which Borrower is a party have been duly executed and delivered by such Borrower and are in full force and effect as of the date hereof.
15.2 The terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreement are, effective as of the date hereof, amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth herein; provided that each of Borrower and Bank acknowledges, confirms and agrees that such amendment and restatement shall survive not, in any manner, (i) be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the execution and delivery Existing Obligations of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations Borrower evidenced by or arising under the Existing Credit Agreement in respect of or the loans and letters of credit thereunder are evidenced by Existing Loan Documents, all such Existing Obligations being deemed Obligations under this Agreement as provided in Article II hereof.
or (iiiii) All indemnification obligations adversely affect or impair the priority of the Borrower pursuant to security interests and liens granted by the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreementsExisting Loan Documents.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 2 contracts
Sources: Loan and Security Agreement (Streamline Health Solutions Inc.), Loan and Security Agreement (Streamline Health Solutions Inc.)
Amendment and Restatement. (i) On the Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree Each undersigned Loan Party agrees that (a) this Agreement, any Notes delivered pursuant to Section 2.14 Agreement amends and the other Loan Documents restates and is substituted for (and is not executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in novation of) the Existing Credit Agreement, (b) that the security interest provided under the Collateral Documents referenced therein (the “Existing Collateral Documents”) shall continue uninterrupted and that the security interests granted under the Existing Collateral Documents continue in effect as security for all obligations and liabilities under the Existing Credit Agreement as in effect prior to the Effective Date amended and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected restated by this Agreement of and (c) that the representations, warranties guaranty provided under the Guaranty referenced therein (the “Existing Guaranty”) shall continue uninterrupted and covenants of that the Borrower contained in guaranty provided under the Existing Credit Agreement, the Borrower acknowledges Guaranty shall continue in effect as guaranty for all obligations and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations liabilities under the Existing Credit Agreement in respect as amended and restated by this Agreement. Without limitation of the loans foregoing, each Loan Party acknowledges, confirms and letters of credit thereunder are evidenced by this Agreement as provided agrees that it (i) has guaranteed the Obligations and (ii) created Liens in Article II hereof.
(iii) All indemnification obligations favor of the Borrower pursuant Lenders and other secured parties on the Collateral to secure its obligations hereunder and under the Existing Credit Agreement (including any arising from other Loan Documents to which it is a breach party. Each Loan Party acknowledges that it has reviewed the terms and provisions of the representations thereunder) shall survive this Agreement, and consents to the amendment and restatement of the Existing Credit Agreement effected pursuant to this Agreement.
. Each Loan Party (ivx) As of confirms that each Loan Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to guarantee or secure, as the Effective Date each Lender hereby (a) consents case may be, to the amendments fullest extent possible in accordance with the Loan Documents, the payment and restatements performance of the Security Agreement all such Obligations which are joint and the Subsidiary Security Agreement in substantially the forms made available several obligations of each grantor now or hereafter existing and (y) grants to the Lenders by the Administrative Agent prior for the benefit of the Lenders and the other parties secured pursuant to the Effective Date Collateral Documents a continuing Lien on and security interest in and to such Loan Party’s right, title and interest in, to an under all Collateral as collateral security for the prompt payment and performance in full when due of the Obligations (b) authorizes whether stated at maturity, by acceleration or otherwise). Each Loan Party further acknowledges and directs agrees that any of the Administrative Agent Loan Documents to enter into such agreements.
(v) The Administrative Agent, Swingline Lender which it is a party or otherwise bound shall continue in full force and the Lenders hereby waive any notice otherwise required by Section 2.8 effect and that all of its obligations thereunder shall be valid and enforceable in connection accordance with the repayment terms thereof and shall not be impaired or limited by the execution or effectiveness of the outstanding Loans under amended and restatement of the Existing Credit Agreement on effective pursuant to this Agreement. In addition, from and after the Effective Date hereofDate, all reference to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Biotelemetry, Inc.), Credit Agreement (Biotelemetry, Inc.)
Amendment and Restatement. (i) On The parties hereto agree that, on the Effective Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be amended, deemed to be amended and restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) entirety pursuant to this Agreement; (b) all Obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the Guarantees made to the Lenders, any Notes delivered each Swap Bank, each Treasury Management Bank, and the Administrative Agent pursuant to Section 2.14 the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed and that each Guarantor has taken all necessary corporate or company action to approve the reaffirmation of such Guarantor’s Guaranty; (d) the Collateral Documents and the other Loan Documents executed and delivered Liens created thereunder in connection herewith do not constitute a novationfavor of Bank of America, payment and reborrowing, or termination as Administrative Agent for the benefit of the “Obligations” holders of the Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as shall remain in full force and effect prior with respect to the Effective Date Obligations and are hereby reaffirmed; (be) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement Existing Letters of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Closing Date hereofshall be deemed to be Letters of Credit outstanding on the Closing Date under this Agreement; and (f) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.01 of the Existing Credit Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Aegion Corp), Credit Agreement (Aegion Corp)
Amendment and Restatement. The parties hereto agree that as of the Closing Date: (a) the Obligations (as defined in this Agreement) represents, among other things, the restatement, renewal, amendment, extension, and modification of the (i) On the Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “ObligationsIndebtedness” (as defined in the Existing Dernick Credit Agreement) under and (ii) “Indebtedness” (as defined in the Existing Cinco Credit Agreement as in effect prior to the Effective Date and Agreement); (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representationsis intended to, warranties and covenants of the Borrower contained in does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Dernick Credit Agreement, the Borrower acknowledges Agreement and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Cinco Credit Agreement in respect of their entirety; (c) the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower Notes executed pursuant to the Existing Dernick Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Existing Cinco Credit Agreement remain in full force and effect to evidence the Obligations; (d) the Security Agreement in substantially the forms made available Documents executed pursuant to the Lenders by Existing Dernick Credit Agreement and the Administrative Agent prior Existing Cinco Credit Agreement remain in full force and effect to secure the Obligations; (e) each Guaranty executed pursuant to the Effective Date Existing Dernick Credit Agreement remains in full force and effect to guaranty the Obligations; and (bf) authorizes the entering into and directs the Administrative Agent to enter into such agreements.
performance of their respective obligations under this Agreement (vand any other Loan Document executed in connection herewith) The Administrative Agent, Swingline Lender and the Lenders transactions evidenced hereby waive any notice otherwise required by Section 2.8 in connection with (and thereby, as applicable) do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the repayment of the outstanding Loans (i) “Indebtedness” under the Existing Dernick Credit Agreement on and (ii) “Indebtedness” under the Effective Date hereofExisting Cinco Credit Agreement, or the Security Documents, any Guaranty, or the other Loan Documents (or the collateral security therefor) executed in connection therewith, all of which Obligations is assumed and reaffirmed by Borrower and all Collateral shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein.
Appears in 2 contracts
Sources: Credit Agreement (Cinco Resources, Inc.), Credit Agreement (Cinco Resources, Inc.)
Amendment and Restatement. (i) On the Effective date hereof (the “Restatement Date”), the Existing Credit Original Term Loan Agreement shall be amended, restated and superseded in its entiretyby this Agreement. The parties hereto acknowledge and agree that (a) this Agreement, any the Term Loan Notes delivered pursuant to Section 2.14 this Agreement (the “Restated Notes”) and the other Loan Documents Financing Agreements executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “ObligationsLiabilities” (as defined in the Existing Credit Original Term Loan Agreement) under the Existing Credit Original Term Loan Agreement as in effect prior to the Effective Date and Restatement Date; (b) such “ObligationsLiabilities” are in all respects continuing with only the terms thereof being amended and modified as provided in this Agreement.
; (iic) Notwithstanding the modifications effected by Liens granted in the Collateral pursuant to the Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect and secure the payment of the Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Term Loan Agreement immediately before the effectiveness of this Agreement will be part of the representationsLoans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, warranties and covenants each of the Borrower contained in Borrowers hereby fully and unconditionally ratifies and affirms all of the Existing Credit AgreementFinancing Agreements, the Borrower acknowledges as amended, and agrees that any causes of action all security interests granted to PrivateBank or other rights created the Administrative Agent in the Collateral thereunder shall from and after the date hereof secure all Liabilities hereunder but in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to for the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and ratable benefit of the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.- 100 - DM3\2429630.8
Appears in 2 contracts
Sources: Term Loan and Security Agreement (Diversicare Healthcare Services, Inc.), Term Loan and Security Agreement (Diversicare Healthcare Services, Inc.)
Amendment and Restatement. By execution of this Agreement, the Company and each of the other Loan Parties acknowledging below agrees that: (ia) On the Effective Date, the Existing Credit Agreement is incorporated herein by reference, and shall continue to be amendedin full force and effect except as expressly modified hereby; (b) all Loan Documents, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement, with or relating to the Company or any Guarantor, including, without limitation, those documents listed on Schedule 11.20 are incorporated by reference into the Loan Documents and shall continue to be Loan Documents hereunder and in full force and effect, except to the extent expressly modified hereby; (c) under except to the extent expressly modified as provided above, it reaffirms and ratifies all of its agreements in the Existing Credit Agreement and Loan Documents, as defined in effect prior the Existing Credit Agreement (the “Existing Loan Documents”); (d) each reference in the Existing Loan Documents, and any terms defined in the Existing Loan Documents by reference to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, shall be deemed to be references to this Agreement and the Borrower acknowledges and agrees that any causes of action or other rights created terms defined in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided(e) Agent is authorized in its own name or in the name of the Company and other Loan Parties, howeverin Agent’s discretion and from time to time, that it is understood and agreed that the Borrower’s monetary obligations under to make such notations on or modifications to the Existing Credit Agreement in respect Loan Documents to reflect the intentions of the loans parties as expressed herein; and letters (f) to the extent necessary or desirable to give effect to the intent of credit thereunder are evidenced by the parties under this Agreement and any Existing Loan Documents (including, without limitation, any Security Document included therein), this Agreement and the other Loan Documents shall construed as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant an amendment to the Existing Credit Agreement (including any arising from a breach and other Existing Loan Documents, it being the intent of the representations thereunder) parties that, without further action, collateral security in which Agent and/or Lenders were granted a Lien under any Existing Loan Documents shall survive continue secure the amendment and restatement relevant obligations of the Existing Credit Agreement pursuant to Loan Parties under this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreementsother Loan Documents.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 2 contracts
Sources: Credit Agreement (American Vanguard Corp), Credit Agreement (American Vanguard Corp)
Amendment and Restatement. (ia) On As of the Restatement Effective Date, Borrower hereby (1) unconditionally ratifies and confirms, renews and reaffirms all of its obligations under each of the Existing Credit other Loan Documents, (2) acknowledges and agrees that such obligations remain in full force and effect, binding on and enforceable against it in accordance with the terms, covenants and conditions of this Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed (as amended hereby), in each case, without impairment, and delivered (3) represents, warrants and covenants that it is not in connection herewith do not constitute a novation, payment and reborrowing, default under this Agreement or termination any of the “Obligations” (as defined in other Loan Documents beyond any applicable notice and cure periods, and there are no defenses, offsets or counterclaims against the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and Indebtedness.
(b) 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 its obligations under the Guaranty remain in full force and effect, binding on and enforceable against it in accordance with the terms, covenants and conditions of such documents without impairment, and (4) as of the Restatement Effective 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 and Borrower hereby agree that the other Loan Documents are amended as follows:
(i) The provisions in Note A stating “Obligationsthe weighted average of the component interest rates, weighted on the basis of their respective principal balances, shall equal the Interest Rate” and “no such allocation of principal to the Notes or Note Components shall have the effect of increasing the weighted average of the component interest rates” shall not apply with respect to Note Component A-1 and Note Component A-2, and the interest rate applicable to each such Note Component shall be the rate set forth in the definition of “Interest Rate”.
(ii) All references to “Borrower” in the Environmental Indemnity and the Guaranty shall mean, collectively, jointly and severally, each party that is a “Borrower” hereunder, including any Person becoming liable for the Indebtedness evidenced by Note B by virtue of executing a joinder hereto.
(iii) All references to “Loan Agreement” in each of the Loan Documents shall mean this Agreement, and all 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 such amount as of the Restatement Effective Date as set forth herein and in all respects continuing with only the Note(s). All other terms thereof being modified as provided defined in any Loan Document by reference to the “Loan Agreement” shall have the respective meanings ascribed to such terms in this Agreement.
(iid) Notwithstanding the modifications effected by this Agreement of the representationsUpon Lender’s request, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant execute such amendments to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant other Loan Documents as reasonably necessary to conform such Loan Documents with this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Sources: Loan Agreement (Sears Holdings Corp)
Amendment and Restatement. (i) On the Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) The Pledgors and the Administrative Agent on behalf of the Secured Parties hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Pledge Agreement which in any Notes delivered pursuant manner govern or evidence the obligations arising hereunder, the rights and interests of the Secured Parties and any terms, conditions or matters related to Section 2.14 any thereof, shall be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the other Loan Documents executed terms and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination provisions of the “Obligations” (Existing Pledge Agreement, except as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as otherwise expressly provided in herein, shall be superseded by this Agreement.
(b) Notwithstanding this amendment and restatement of the Existing Pledge Agreement, including anything in this Section 7.10, except as set forth in Section 7.10(c) below, (i) all of the indebtedness, liabilities and obligations owing by the Pledgors under the Existing Pledge Agreement shall continue as obligations hereunder and thereunder and shall be and remain secured by this Agreement, (ii) Notwithstanding the modifications effected by Existing Pledge Interest shall continue as a security interest hereunder, and (iii) this Agreement is given as a substitution of, and not as a payment of the representationsindebtedness, warranties liabilities and covenants obligations of the Borrower contained in Pledgors under the Existing Credit Agreement, the Borrower acknowledges Pledge Agreement and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive neither the execution and delivery of this Agreement; provided, however, that it Agreement nor the consummation of any other transaction contemplated hereunder is understood and agreed that the Borrower’s monetary obligations under intended to constitute a novation of the Existing Credit Pledge Agreement in respect of or the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereofExisting Security Interest created thereunder.
(iiic) All indemnification obligations Effective as of the Borrower pursuant to Closing Date, the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment on behalf of the outstanding Loans under Secured Parties, hereby terminates, releases and discharges the Existing Credit Agreement on Security Interests in the Effective Date hereofExcluded Subsidiary Collateral.
Appears in 1 contract
Sources: Credit Agreement (Integra Lifesciences Holdings Corp)
Amendment and Restatement. (i) On the Effective Date, This Agreement is an amendment and restatement of the Existing Credit Agreement (which in turn was an amendment and restatement of the Original Credit Agreement). This Agreement does not extinguish, discharge or release the Obligations (as defined in the Existing Credit Agreement, the “Existing Obligations”) outstanding under the Existing Credit Agreement except to the extent such Obligations are paid as of the Closing Date, Collateral Agent’s Liens securing the Existing Obligations or the priority of any mortgage, pledge, security agreement or any other security therefor. For the avoidance of doubt, each of Kaman Lux and Kaman Aerospace Group, Inc. confirms for the benefit of the Secured Parties that, the Lien created by it pursuant to a Luxembourg law governed share pledge agreement dated 22 June 2016 between, amongst others, Kaman Aerospace Group, Inc. as pledgor, JPMorgan, as administrative agent for the benefit of the Secured Parties and Kaman Lux shall (a) remain in full force and effect notwithstanding the amendments referred to in this amendment and restatement agreement of the Existing Credit Agreement and (b) continue to secure its Obligations under the Credit Documents as amended (including, but not limited to, under this Agreement). Nothing herein contained shall be amendedconstrued as a substitution or novation of the Existing Obligations, restated which shall remain in full force and superseded effect, except to the extent such Obligations are paid as of the Closing Date or except as modified hereby or by instruments and agreements executed concurrently herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower or any other Credit Party under the Existing Credit Agreement and the Credit Documents entered into in connection therewith from any of its entiretyobligations and liabilities as “Company”, a “Borrower,” a “Guarantor” or a “Credit Party” thereunder. The Notwithstanding the foregoing or any provision in any Credit Documents, the parties hereto acknowledge and agree that that, upon the effectiveness of this Agreement:
(a) this AgreementKaman UK will be, any Notes delivered pursuant to Section 2.14 and hereby is, irrevocably released as a “Subsidiary Borrower”, as a “Borrower” and as a “Guarantor” under the other Loan Credit Documents executed and delivered in connection herewith do from and after the Closing Date Kaman UK shall not constitute a novationSubsidiary Borrower, payment a Borrower or a Guarantor hereunder, and reborrowingthat certain Equitable Share Mortgage, dated February 5, 2013 (as amended, restated, amended and restated, supplemented or termination otherwise modified from time to time) by and between Kaman Aerospace Group, Inc., as mortgagor, and JPMorgan Chase Bank, N.A.., as administrative agent, shall be terminated, released and extinguished;
(b) none of the “Obligations” Foreign Subsidiaries (including, for the purposes of this clause (b), any Foreign Subsidiary Holding Company) or their Subsidiaries, owned directly or indirectly by Company shall provide a guarantee and no voting stock in excess of 66% in any Foreign Subsidiary and none of the Foreign Subsidiaries of Company or their direct or indirect assets (including any stock) provide collateral support (directly or indirectly), in each case, with respect to any Loan, Revolving Credit Commitment or other obligation under any Credit Document of Company or any Domestic Subsidiary;
(c) the Subsidiary Guaranty (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date its entirety is amended and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representationsrestated by, warranties and covenants of the Borrower contained in the Existing Credit Agreementreplaced with, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery Section 7 of this Agreement; providedand
(d) Each of Kaman Engineering Services, howeverInc., that it is understood a Washington corporation and agreed that an Immaterial Subsidiary of the Borrower’s monetary obligations Company (“Kaman Washington”), Kaman X Corporation, a Connecticut corporation and an Immaterial Subsidiary of the Company (“Kaman X Corporation”), and K-MAX Corporation, a Connecticut corporation and an Immaterial Subsidiary of the Company (“K-MAX”), will be, and hereby is, irrevocably released as a “Guarantor” under the Existing Credit Agreement in respect of the loans Documents and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans grantor and/or pledgor under the Existing Credit Agreement on Collateral Documents, and from and after the Effective Closing Date hereofnone of Kaman Washington, Kaman X Corporation and K-MAX will constitute a Guarantor hereunder or a grantor and/or pledgor under the Collateral Documents.
Appears in 1 contract
Amendment and Restatement. (i) On the Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) As of the New Closing Date, Borrower hereby (1) unconditionally ratifies and confirms, renews and reaffirms all of its obligations under each of the other Loan Documents, (2) acknowledges and agrees that such obligations remain in full force and effect, binding on and enforceable against it in accordance with the terms, covenants and conditions of this Agreement, any Notes delivered pursuant to Section 2.14 Agreement and the other Loan Documents executed (as amended hereby), in each case, without impairment, and delivered (3) represents, warrants and covenants that it is not in connection herewith do not constitute a novation, payment and reborrowing, default under this Agreement or termination any of the “Obligations” (as defined in other Loan Documents beyond any applicable notice and cure periods, and there are no defenses, offsets or counterclaims against the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and Indebtedness.
(b) 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 its obligations under the Guaranty remain in full force and effect, binding on and enforceable against it in accordance with the terms, covenants and conditions 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 “ObligationsLender” are in all respects continuing with only 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 thereof being modified 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 all references to “Loan Documents shall mean the Loan Documents as provided 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.
(iid) Notwithstanding Upon Lender’s request, Borrower shall execute such amendments to the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection Loan Documents as reasonably necessary to conform such Loan Documents with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder . [Signatures appear on following pages.] The parties hereto are evidenced by executing this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreementdate first above written.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Sources: Loan Agreement (Sears Holdings Corp)
Amendment and Restatement. The parties hereto agree that: (ia) On the Effective Datethis Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede and replace the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that ; (ab) the Obligations (as defined in this Agreement) represent, any Notes delivered pursuant to Section 2.14 among other things, the restatement, renewal, amendment, extension and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination modification of the “Obligations” (as defined in the Existing Credit Agreement); (c) under the Notes, if any, executed pursuant to the Existing Credit Agreement shall continue to evidence the Obligations (as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided defined in this Agreement.
); (iid) Notwithstanding the modifications effected by this Agreement entering into and performance of their respective obligations under the representationsLoan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, warranties and covenants of extinguished or discharged the Borrower contained in indebtedness under the Existing Credit Agreement, the Borrower acknowledges all of which indebtedness shall continue under and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced be governed by this Agreement as provided in Article II hereof.
and the other Loan Documents, (iiie) All indemnification obligations of the Borrower liens and security interests created by or pursuant to the Existing Credit Agreement (including any arising from a breach each of the representations thereunder“Collateral Documents” as defined in the Existing Credit Agreement) shall survive are ratified and confirmed as security for the amendment Obligations, without novation, discharge or interruption, except as expressly provided otherwise herein or in any other Loan Document; and restatement of (f) all references to the Existing Credit Agreement contained in any Loan Document shall mean such agreement, as amended and restated hereby. On the Closing Date and on the date of any refinancing hereof, the “Lenders” (as defined in the Existing Credit Agreement) that are not Lenders hereunder or any Lender hereunder that will no longer be a Lender immediately after giving effect to such refinancing, as applicable (in each case, the “Non-Continuing Lenders”), the Administrative Agent, on behalf of the Lenders party hereto or party to such refinancing, and the Borrower shall enter into an assignment agreement pursuant to which the Lenders and Non-Continuing Lenders shall make such assignments and assumptions so that, after giving effect thereto and to any Loans made on the Closing Date or in connection with such refinancing, the Total Outstandings under this Agreement.
(iv) As of Agreement or under such refinancing are held by the Effective Date Lenders in accordance with their respective Applicable Percentages; and each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) execution hereof authorizes and directs the Administrative Agent to enter into execute any such agreementsassignment agreement on behalf of such L▇▇▇▇▇▇ and Non-Continuing Lenders.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Amendment and Restatement. (i) On This Agreement amends and restates in its entirety the Effective Date, the Existing Original Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) upon the effectiveness of this Agreement, any Notes delivered pursuant to Section 2.14 the terms and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination provisions of the Original Credit Agreement shall, subject to this Section 9.26, be superseded hereby. All references to the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties Loan Documents delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Original Credit Agreement or this Agreement shall, and shall survive the execution and delivery of be deemed to, refer to this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive . Notwithstanding the amendment and restatement of the Existing Original Credit Agreement pursuant to by this Agreement.
(iv) As , the Obligations of the Effective Date each Lender hereby (a) consents to Borrower and the amendments and restatements of other Loan Parties outstanding under the Security Original Credit Agreement and the Subsidiary Security 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 respects be continuing and this Agreement and the other Loan Documents shall not be deemed to evidence or result in substantially a 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 forms made available Obligations under the Original Credit Agreement, as amended and restated in the form of this Agreement, shall in all respects be continuing, securing the payment of all Obligations. Junior Lien Intercreditor Agreement (this “Agreement”), dated as of [ ], 20[ ], among BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacities, with its successors and assigns, and as more specifically defined below, the “Existing First Priority Representative”) for the Existing First Priority Secured Creditors (as defined below) secured pursuant to the Lenders by Existing First Priority Agreement, [______________], as administrative agent and collateral agent for the Administrative Agent prior Second Priority Creditors (as defined below) and each other First Priority Representative and Second Priority Representative that from time to time becomes a party hereto pursuant to the Effective Date terms hereof, and acknowledged and agreed to by, HAYWARD INTERMEDIATE, INC., a Delaware corporation (b“Holdings”), HAYWARD INDUSTRIES, INC., a New Jersey corporation (the “Borrower”) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment each of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereofother Loan Parties (as defined below) party hereto.
Appears in 1 contract
Sources: First Lien Credit Agreement (Hayward Holdings, Inc.)
Amendment and Restatement. The parties to this Credit Agreement agree that, upon (i) On the Effective Dateexecution and delivery by each of the parties hereto of this Credit Agreement and (ii) satisfaction of the conditions set forth in §10, 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 superseded in its entiretyprovisions of this Credit Agreement. The parties hereto acknowledge This Credit Agreement is not intended to and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do shall not constitute a novation, payment and reborrowing, reborrowing or termination of the “Obligations” (as defined in the Existing Credit Agreement) ). All “Loans” made, “Letters of Credit” issued, and “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Closing Date, if any, shall continue as in effect prior to the Effective Date Revolving Loans, Letters of Credit, and Obligations under (b) such “Obligations” are in all respects continuing with only and shall be governed by the terms thereof being modified of) this Credit Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof, all references in the “Loan Documents” (as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained defined in the Existing Credit Agreement) to the “Obligation” shall be deemed to refer to the Obligation hereunder. Upon the Closing Date, unless amended and restated in connection with this Credit Agreement, all “Loan Documents” (as defined in the Borrower Existing Credit Agreement), including, without limitation, any Notes and the 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 all references to the “Agent”, “Credit Agreement” and the “Loan Documents” therein shall be deemed to refer to the Administrative Agent, this Credit Agreement and the Loan Documents, respectively. Each Loan Party hereby ratifies, confirms, and reaffirms all of its obligations under any such Loan Document to which it is a party, as the same may be specifically modified and/or amended by the terms thereof, and acknowledges and agrees that all Liens in any causes of action or other rights its assets and properties created under any such Loan Documents shall continue in favor of any Lender full force and its successors arising out of effect and shall secure the representations and warranties of the Borrower contained in or delivered Obligation (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereofdefined hereunder).
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Amendment and Restatement. (i) On The parties hereto agree that, on the Effective Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be amended, deemed to be amended and restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) entirety pursuant to this Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” ; (as defined in the Existing Credit Agreementb) all obligations under the Existing Credit Agreement as in effect prior to outstanding on the Effective Closing Date and (b) such “Obligations” are shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; (c) the guarantees made to the lenders, the letter of credit issuer, the administrative agent and each other holder of the obligations under the Existing Credit Agreement shall remain in full force and effect with only respect to the terms thereof being modified Obligations and are hereby reaffirmed; provided, that, notwithstanding the foregoing, it is understood and agreed that, on the Closing Date, and automatically and without further action by any Person, (i) Gentherm Canada ULC, an Alberta unlimited liability company, shall be released and discharged in all respects as provided a borrower and a guarantor under the Existing Credit Agreement and the other loan documents executed in this Agreement.
connection therewith, and (ii) Notwithstanding Gentherm Luxembourg II S.À ▇.▇. shall be released and discharged in all respects as a guarantor under the modifications effected by this Existing Credit Agreement and the other loan documents executed in connection therewith; and (d) the security interests and liens in favor of Bank of America, as administrative agent for the benefit of the representations, warranties and covenants holders of the Borrower contained in obligations under the Existing Credit Agreement, created under the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) collateral documents entered into in connection with the Existing Credit Agreement shall survive remain in full force and effect with respect to the execution Obligations and delivery of this Agreementare hereby reaffirmed; provided, howeverthat, that notwithstanding the foregoing, it is understood and agreed that, on the Closing Date, and automatically and without further action by any Person, the security interests granted pursuant to that certain share pledge agreement governed by the Borrower’s monetary laws of the Grand Duchy of Luxembourg, dated as of October 14, 2014 and made by the Company in favor of Bank of America, in its capacity as administrative agent for the benefit of the holders of the obligations in connection with the Existing Credit Agreement, shall be terminated, discharged and released. On the Closing Date, the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement in respect shall be re-allocated and restated among the Lenders so that, as of the loans Closing Date, the respective Commitments and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations Applicable Percentages of the Borrower pursuant Lenders shall be as set forth on Schedule 2.01. This Agreement constitutes an amendment to the Existing Credit Agreement (including any arising from a breach made under and in accordance with the terms of the representations thereunder) shall survive the amendment and restatement Section 11.01 of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender . Each party hereto hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agentexecute and deliver to the Loan Parties, Swingline Lender and at the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment sole expense of the outstanding Loans under Loan Parties, all documents or instruments reasonably requested by the Existing Credit Agreement on Loan Parties to evidence or effectuate the Effective Date hereof.releases and terminations contemplated by this Section 11.23. [Signature Pages Follow]
Appears in 1 contract
Sources: Credit Agreement (GENTHERM Inc)
Amendment and Restatement. (ia) On This Agreement amends and restates the Effective Date, Existing Credit Agreement effective as of the date of this Agreement. Nothing in this Agreement shall constitute a release or novation of any indebtedness outstanding under the Existing Credit Agreement and all Loans outstanding under the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (continue as defined in the Existing Credit Agreement) Loans outstanding under the Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(b) The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent:
(i) the Administrative Agent (or its counsel) shall have received:
(A) this Agreement, executed and delivered by a duly Authorized Officer of Holdings, CGI Borrower and Swiss Borrower;
(B) an acknowledgement and confirmation, executed and delivered by a duly Authorized Officer of each Credit Party, as to the continuing effectiveness of such Credit Party’s Guarantee and Security Documents;
(C) evidence of repayment of the indebtedness that was subordinated pursuant to the Shareholder Subordination Agreement;
(D) a Swiss-law governed amendment and confirmation agreement, executed and delivered by a duly Authorized Officer of each Credit Party that is party to any Swiss-law governed Security Documents; and
(E) an English-law governed deed of confirmation, executed and delivered by a duly Authorized Officer of each Credit Party that is party to any English-law governed Security Documents;
(ii) Notwithstanding the modifications effected by Administrative Agent (or its counsel) shall have received the executed legal opinions, in customary form, of each of:
(A) Stikeman Elliott LLP, Canadian counsel to the Credit Parties;
(B) ▇▇▇▇▇▇▇▇▇ ▇▇, Swiss counsel to the Credit Parties; and
(C) Borel & ▇▇▇▇▇▇, Swiss counsel to the Administrative Agent;
(iii) the Administrative Agent (or its counsel) shall have received a certificate of status or good standing (or an equivalent), as applicable, from each Borrower’s jurisdiction of incorporation or organization;
(iv) the Administrative Agent shall have received (A) a copy of the resolutions of the board of directors or other governing body of the Borrowers and Holdings (or a duly authorized committee thereof) authorizing (x) the execution, delivery, and performance of this Agreement (and any agreements relating thereto to which it is a party), and (y) in the case of the representationsBorrowers, warranties the extensions of credit contemplated hereunder, (B) the certificate of incorporation and covenants by-laws, certificate of formation and operating agreement, up-to-date trade register excerpts or other comparable Organizational Documents, as applicable, of each Borrower and Holdings, and (D) signature and incumbency certificates (or other comparable documents evidencing the same) of the Borrower contained in authorized officers of the Existing Credit Agreement, Borrowers and Holdings;
(v) payment to the Borrower acknowledges Lenders of all fees due and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of owing;
(vi) the representations and warranties of the Borrower contained set forth in or delivered Article 9 are true and correct in all material respects (including except for representations and warranties delivered that are already qualified by materiality, which representations and warranties shall be true and correct in connection with the making all respects after giving effect to such materiality qualifier) on and as of the loans or other extensions Sixth Closing Date and an Authorized Officer of credit thereunder) in connection with CGI Borrower shall have certified the Existing Credit Agreement shall survive same to the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.Lenders;
(iiivii) All indemnification obligations since December 31, 2019, a Material Adverse Effect will not have occurred or arisen and an Authorized Officer of CGI Borrower shall have certified the Borrower pursuant same to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.Lenders;
(ivviii) As no Default or Event of Default has occurred and is continuing on the Effective Sixth Closing Date each Lender hereby (a) consents and an Authorized Officer of CGI Borrower shall have certified the same to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by Lenders; and
(ix) the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agentshall have received a Borrowing Base Certificate. IN WITNESS WHEREOF, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment each of the outstanding Loans under parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the Existing Credit Agreement on the Effective Date hereof.date first above written. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President and General Counsel /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Member /s/ ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Title: Member By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President and General Counsel /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory /s/ ▇▇▇▇▇▇▇ Tsuen Name: ▇▇▇▇▇▇▇ Tsuen Title: Authorized Signatory By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory /s/ ▇▇▇▇▇▇▇ Tsuen Name: ▇▇▇▇▇▇▇ Tsuen Title: Authorized Signatory By: /s/ ▇. ▇▇▇▇▇▇ Name: ▇. ▇▇▇▇▇▇ Title: Director /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: AVP By: /s/ ▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇ Title: Director /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Associate Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director, Large Corporate Banking /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director, Large Corproate Banking By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Senior Vice President By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Attorney in Fact By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Authorized Signatory /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director
Appears in 1 contract
Amendment and Restatement. (i) On the Effective Date, (i) this Agreement shall amend and restate the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) entirety but, for the avoidance of doubt, this Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do Agreement shall not constitute a novation, payment and reborrowing, or termination novation of the “Obligations” parties' rights and obligations thereunder, (ii) the Liens and security interests as granted under the Existing Credit Agreement or any Loan Document (as defined in the Existing Credit Agreement) securing payment of indebtedness, liabilities and obligations thereunder are in all respects continuing and in full force and effect, (iii) the parties hereto agree and acknowledge that (x) the Revolving Credit Facility set forth in Section 2.1(b) is provided as an “Incremental Revolving Tranche Facility” under and as defined in the Existing Credit Agreement and the “Revolving Credit Commitments” as defined in and under the Existing Credit Agreement as in effect prior and the revolving credit facility provided pursuant to the Effective Date and (bSection 2.1(b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive terminate simultaneously with the execution repayment of amounts owing with respect thereto and delivery the effectiveness of this Agreement; providedthe Revolving Credit Facility provided herein and (y) the Term A Facility set forth in subsection 2.1(a) is provided as an “Incremental Term Facility” under and as defined in the Existing Credit Agreement and the term B facility provided pursuant to Section 2.1(a) of the Existing Credit Agreement shall terminate simultaneously with the repayment of amounts owing with respect thereto and the funding and effectiveness of the Term A Facility provided herein, however, that it is understood and agreed that (iv) the Borrower’s monetary obligations lenders under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by who elect to become Lenders (“Continuing Lenders”) under this Agreement waive any restrictions on or requirements for Incremental Facilities as provided defined in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to and under in the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender the Revolving Credit Commitments and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment Term A Loan Commitments of each of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereofContinuing Lenders shall be as set forth in Schedule 2.1.
Appears in 1 contract
Amendment and Restatement. The parties hereto agree that: (ia) On the Effective Datethis Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede and replace the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that ; (ab) the Obligations (as defined in this Agreement) represent, any Notes delivered pursuant to Section 2.14 among other things, the restatement, renewal, amendment, extension and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination modification of the “Obligations” (as defined in the Existing Credit Agreement); (c) under the Notes, if any, executed pursuant to the Existing Credit Agreement shall continue to evidence the Obligations (as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided defined in this Agreement.
); (iid) Notwithstanding the modifications effected by this Agreement entering into and performance of their respective obligations under the representationsLoan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, warranties and covenants of extinguished or discharged the Borrower contained in indebtedness under the Existing Credit Agreement, the Borrower acknowledges all of which indebtedness shall continue under and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced be governed by this Agreement as provided in Article II hereof.
and the other Loan Documents, (iiie) All indemnification obligations of the Borrower liens and security interests created by or pursuant to the Existing Credit Agreement (including any arising from a breach each of the representations thereunder“Collateral Documents” as defined in the Existing Credit Agreement) shall survive are ratified and confirmed as security for the amendment Obligations, without novation, discharge or interruption, except as expressly provided otherwise herein or in any other Loan Document; and restatement of (f) all references to the Existing Credit Agreement contained in any Loan Document shall mean such agreement, as amended and restated hereby. On the Closing Date and on the date of any refinancing hereof, the “Lenders” (as defined in the Existing Credit Agreement) that are not Lenders hereunder or any Lender hereunder that will no longer be a Lender immediately after giving effect to such refinancing, as applicable (in each case, the “Non-Continuing Lenders”), the Administrative Agent, on behalf of the Lenders party hereto or party to such refinancing, and the Borrower shall enter into an assignment agreement pursuant to which the Lenders and Non-Continuing Lenders shall make such assignments and assumptions so that, after giving effect thereto and to any Loans made on the Closing Date or in connection with such refinancing, the Total Outstandings under this Agreement.
(iv) As of Agreement or under such refinancing are held by the Effective Date Lenders in accordance with their respective Applicable Percentages; and each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) execution hereof authorizes and directs the Administrative Agent to enter into execute any such agreementsassignment agreement on behalf of such ▇▇▇▇▇▇▇ and Non-Continuing Lenders.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Amendment and Restatement. (i) On the Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) As of the New Closing Date, Borrower hereby (1) unconditionally ratifies and confirms, renews and reaffirms all of its obligations under each of the other Loan Documents, (2) acknowledges and agrees that such obligations remain in full force and effect, binding on and enforceable against it in accordance with the terms, covenants and conditions of this Agreement, any Notes delivered pursuant to Section 2.14 Agreement and the other Loan Documents executed (as amended hereby), in each case, without impairment, and delivered (3) represents, warrants and covenants that it is not in connection herewith do not constitute a novation, payment and reborrowing, default under this Agreement or termination any of the “Obligations” (as defined in other Loan Documents beyond any applicable notice and cure periods, and there are no defenses, offsets or counterclaims against the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and Indebtedness.
(b) 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 its obligations under the Guaranty remain in full force and effect, binding on and enforceable against it in accordance with the terms, covenants and conditions 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 “ObligationsLender” are in all respects continuing with only 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 thereof being modified 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 all references to “Loan Documents shall mean the Loan Documents as provided 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.
(iid) Notwithstanding the modifications effected by this Agreement of the representationsUpon Lender’s request, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant execute such amendments to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant other Loan Documents as reasonably necessary to conform such Loan Documents with this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Sources: Loan Agreement
Amendment and Restatement. Effective as of the date hereof, each Borrower hereby agrees to become a borrower, debtor and obligor under, and to bind itself to, the Existing Financing Agreements to which Borrowers are bound generally (in each case, as modified and restated hereby), and, in such capacity, to assume and bind itself to all Obligations of Borrowers thereunder (as modified and restated hereby). The terms, conditions, agreements, covenants, representations and warranties set forth in and relating to the Existing Credit Agreement are hereby amended, restated, replaced and superseded in their entirety by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement. This Agreement does not extinguish the obligations, including, without limitation, obligations for the payment of money, outstanding under the Existing Credit Agreement or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security therefor, which shall continue, as modified and restated hereby, without interruption and in full force and effect. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or instruments securing the same, which shall remain in full force and effect, except in each case as amended, restated, replaced and superseded hereby or by instruments executed in connection herewith. Nothing expressed or implied in this Agreement shall be construed as a release or other discharge of any Borrower or guarantor from any of their obligations or liabilities under the Existing Financing Agreements or any of the security agreements, pledge agreements, mortgages, guaranties or other loan documents executed in connection therewith, except in each case as amended, restated, replaced and superseded hereby or by instruments executed in connection herewith. Each Borrower hereby confirms and agrees that (i) On the Effective DateExisting Agreement and each Existing Financing Agreement (excluding any deed of trust, mortgage or similar instrument encumbering Real Estate) to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, in each case as amended, restated, replaced and superseded hereby or by instruments executed in connection herewith, except that on and after the Closing Date all references in any such Existing Financing Agreement to “the Agreement”, “thereto”, “thereof” “thereunder” or words of like import referring to the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement) under mean the Existing Credit Agreement as in effect prior to the Effective Date amended, restated, replaced and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in superseded by this Agreement.
; and (ii) Notwithstanding to the modifications effected by this extent that any such Existing Financing Agreement purports to assign or pledge to the Administrative Agent for the benefit of the representationsLenders a security interest in or lien on, warranties and covenants any collateral as security for the Obligations of the any Borrower contained from time to time existing in respect of the Existing Credit Agreement, such pledge, assignment or grant of the Borrower acknowledges security interest or lien is hereby ratified and agrees that any causes of action or other rights created confirmed in all respects in favor of any Lender Collateral Agent for the benefit of Lenders, which shall remain in full force and its successors arising out of the representations effect, except as amended, restated, replaced and warranties of the Borrower contained in superseded hereby or delivered (including representations and warranties delivered by instruments executed in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereofherewith.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Sources: Credit Agreement (Genesco Inc)
Amendment and Restatement. (i) On AirTran acknowledges and agrees that the Effective Datesecurity interest granted to the Lender or the Security Trustee, as the Existing Credit Agreement shall case may be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Security Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Original Agreement), shall remain outstanding and in full force and effect in accordance with the Original Agreement and the other Credit Documents (as defined in the Original Agreement), as amended, restated, supplemented or otherwise modified herein and in the other Credit Documents, and shall continue to secure the Credit Document Obligations and shall secure the Other Obligations. Each of AirTran, the Lender and the Security Trustee acknowledges and confirms that (i) the Obligations represent, among other things, the amendment, restatement, renewal, extension, consolidation and modification of the Obligations (as defined in the Original Agreement) arising in connection with the Original Agreement and other Credit Documents (as defined in the Original Agreement); (ii) the Original Agreement and the other Credit Documents (as defined in the Original Agreement) and the collateral pledged thereunder shall secure, without interruption or impairment of any kind, all existing Obligations (as defined in the Original Agreement) under the Existing Original Agreement and the other Credit Documents (as defined in the Original Agreement) as amended, restated, renewed, extended, consolidated or modified hereunder and under the other Credit Documents, together with all other Obligations; (iii) all Liens evidenced by the Security Documents (as defined in the Original Agreement) are hereby ratified, confirmed and continued as modified, amended or restated under the Credit Documents; and (iv) this Agreement is intended to restate, renew, extend, consolidate, amend and modify the Original Agreement in its entirety. Each of AirTran, the Lender and the Security Trustee intend that (i) the provisions of the Original Agreement and the other Credit Documents (as defined in effect prior the Original Agreement), to the Effective Date extent restated, renewed, extended, consolidated, amended or modified hereby and (b) such “Obligations” are in all respects continuing with only by the terms thereof being modified as provided in this Agreement.
other Credit Documents, be hereby superseded and replaced by the provisions hereof and of the other Credit Documents; and (ii) Notwithstanding by entering into and performing their respective obligations hereunder, this transaction shall not constitute a novation and shall in no way adversely affect or impair the modifications effected priority of Liens granted by this Agreement of the representations, warranties and covenants of the Borrower contained Security Documents (as defined in the Existing Credit Original Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof).
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Sources: Revolving Line of Credit and Reimbursement Agreement (Airtran Holdings Inc)
Amendment and Restatement. (i) On the Effective DateThe terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Loan Agreement shall be amendedare simultaneously hereby amended and restated in their entirety, restated and as so amended and restated, replaced and superseded by the terms, conditions agreements, covenants, representations and warranties set forth in its entirety. The parties hereto acknowledge and agree that (a) this Agreement, and as of the effective date of this Agreement, neither the Borrowers, Guarantors nor the Agent and Lenders shall be subject to or bound by any Notes delivered pursuant of the terms of the Existing Loan Agreement and shall only be subject to Section 2.14 or bound by the terms and provisions of this Agreement, except that, nothing herein or in the other Loan Documents executed and delivered Financing Agreements shall, in connection herewith do not any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation, payment and reborrowing, or termination novation in respect of any of the “Obligations” existing under (and as defined in in) the Existing Credit AgreementLoan Agreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness of the Borrowers or Guarantors evidenced by or arising under the Existing Credit Loan Agreement as or impair or adversely affect the continuation of the security interests, liens and other interests in effect prior the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Agent pursuant to the Effective Date Existing Loan Agreement or any other Financing Agreements. All Existing Obligations and (b) such “Obligations” are in all respects continuing with only other loans, advances and other financial accommodations under the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Existing Loan Agreement of the representations, warranties Borrowers or Guarantors to Agent and covenants Lenders that are outstanding and unpaid as of the Borrower contained in date hereof pursuant to the Existing Credit AgreementLoan Agreement or otherwise (including, the Borrower acknowledges and agrees that any causes of action without limitation, all Existing Obligations now or other rights created in favor of any Lender and its successors hereafter arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Letters of Credit) shall be deemed Obligations of Borrowers and Guarantors under this Agreement shall survive which are secured by Liens in the execution and delivery Collateral pursuant to the terms of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Sources: Loan and Security Agreement (Pacific Ethanol, Inc.)
Amendment and Restatement. (i) On and after the Effective Date, :
(a) the Existing Original Credit Agreement shall be amended, deemed to be amended and restated and superseded in its entirety. The the form of this Amended Agreement;
(b) the parties hereto acknowledge shall have no further rights or obligations to each other under the Original Credit Agreement as the same existed immediately prior to the said amendment and agree that restatement except to the extent the same are continued hereunder;
(ac) this Agreement, any Notes delivered pursuant to Section 2.14 all Loans and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” Outstandings (as those terms are defined in the Existing Original Credit Agreement) under the Existing Original Credit Agreement as in effect immediately prior to the Effective Date shall continue to be outstanding under this Agreement and (b) such “Obligations” are in all respects continuing with only shall be deemed to be Loans and other Outstandings owing by the terms thereof being modified as provided in Borrower to the Banks under this Agreement.;
(iid) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement Documents and the Subsidiary Security Agreement in substantially the forms made available 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 Lenders Original Credit Agreement shall be deemed to be references to this Agreement;
(e) the Consent and Waiver shall continue to exist as a consent and waiver by the Administrative Agent Banks with respect to the transactions described therein in the manner and 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 of the covenants, representations and warranties on the part of the Borrower under the Original Credit Agreement and all of the Banks' claims and causes of action arising in connection therewith, in respect of all matters, events, circumstances and obligations arising or existing prior to the Effective Date shall continue, survive and (b) authorizes and directs shall not be merged in the Administrative Agent to enter into such agreementsexecution of this document or any other Financing Documents or any Borrowings hereunder.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Sources: Credit Agreement (Wainoco Oil Corp)
Amendment and Restatement. The US Borrower, the Dutch Borrower, the Lenders and the Administrative Agent agree that upon (i) On the Effective Dateexecution and delivery of this Agreement by each of the parties hereto 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 Credit Agreement shall be and hereby are amended, superseded, and restated in their entirety by the terms and superseded in its entirety. The parties hereto acknowledge and agree that (a) provisions of this Agreement, any Notes delivered pursuant . This Agreement is not intended to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do shall not constitute a novation, payment and reborrowing, or termination novation of the Existing Credit Agreement or the indebtedness created thereunder. In furtherance of the foregoing, upon the Effective Date, the “ObligationsCommitment” (as defined in the Existing 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, if any, shall continue as Loans under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in effect prior the “Loan Documents” (as defined in the Existing Credit Agreement) to the Effective Date “Administrative Agent”, the “Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) such all “ObligationsLetters of Credit” are issued (or deemed issued) under and as defined in all respects continuing with only 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 thereof being modified as provided in of) this Agreement.
, (iic) Notwithstanding notwithstanding any provisions to the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained contrary in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action Administrative Agent shall make such reallocations, sales, assignments or other rights created relevant actions in favor respect of any Lender and its successors arising out each Lender’s Pro Rata Share of the representations “Revolving Credit Exposure” under the Existing Credit Agreement and warranties 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 Borrower contained 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 delivered (including representations and warranties delivered in connection with liabilities owing to each Departing Lender under the making of the loans or other extensions of credit thereunder) in connection with Existing Credit Agreement), each Departing Lender’s “Commitment” under the Existing Credit Agreement shall survive the execution be terminated and delivery be of this Agreement; providedno further force and effect, however, each Departing Lender shall not be a Lender for any purpose hereunder (provided that it is understood and agreed that the Borrower’s monetary obligations each Departing Lender shall retain its respective rights as a “Lender” under the Existing Credit Agreement to expense reimbursement and indemnification pursuant to, and in respect accordance with, the terms of the loans Existing Credit Agreement), and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to such Departing Lender shall be released from any obligation or liability under the Existing Credit Agreement and (including any arising from a breach of the representations thereundere) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive extent any notice otherwise required by Section 2.8 in connection with the repayment of the “Loans” are outstanding Loans under the Existing Credit Agreement on the Effective Date Date, the Borrowers hereby agree to compensate each Lender and each Departing Lender, unless waived by such Lender in its sole discretion, for any and all losses, costs and expenses incurred by such Lender in connection with the reallocation, sale or assignment of any Eurocurrency Loans (including the “Eurocurrency Loans” under the Existing Credit Agreement), in each case on the terms 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 effectiveness of any other amendments, restatements, supplements or modifications to the Existing Credit Agreement or the Loan Documents.
Appears in 1 contract
Amendment and Restatement. (i) On The parties hereto agree that on the Effective Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto:
(a) the Existing Credit Agreement shall be amended, deemed to be amended and restated and superseded in its entirety. The entirety in the form of this Agreement;
(b) the Loans shall serve to extend, renew and continue, but not to extinguish or novate, the Existing Loans and the corresponding promissory notes and to amend, restate and supersede, but not to extinguish or cause to be novated the Existing Obligations under, the Existing Credit Agreement;
(c) the Borrower hereby agrees that, upon the effectiveness of this Agreement, the Existing Loans outstanding under the Existing Credit Agreement and all accrued and unpaid interest thereon shall be deemed to be outstanding under and payable by this Agreement;
(d) all Existing Obligations (including any Existing Obligations that have accrued, but are not payable, as of the Closing Date) shall, to the extent not paid on the Closing Date, be deemed to be Obligations outstanding (and in the case of any accrued Existing Obligations that have accrued, but are not payable, as of the Closing Date, such accrued Existing Obligations shall be paid on the date or dates that such Existing Obligations were due under the Existing Agreement);
(e) the Liens in favor of Administrative Agent securing payment of the Existing Obligations shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed in accordance with the Security Documents; and
(f) the parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, reborrowing or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Obligations and that all such Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” Obligations are in all respects continuing continued and outstanding as Obligations under this Agreement with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding from and after the modifications effected by this Agreement effective date of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.other Loan Documents. 733476286 14464587
Appears in 1 contract
Amendment and Restatement. (ia) On the Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that that, except as otherwise set forth herein, (ai) this Agreement, any Notes delivered pursuant to Section 2.14 Agreement and the other Loan Documents Other Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment novation or repayment and reborrowing, or termination reborrowing of the “Obligations” Advances and the other Obligations under the Existing Credit Agreement or the Other Documents (as defined in the Existing Credit Agreement) as in effect prior to the Restatement Date, (ii) the Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and the Other Documents (as defined in effect prior to the Effective Date and (bExisting Credit Agreement) such “Obligations” are in all respects continuing with only (as amended and restated hereby and which are in all respects hereinafter subject to the terms thereof being modified herein) and (iii) the Liens and security interests as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in granted under the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created Guarantor Security Agreement (as defined in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive Agreement) and the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under applicable Other Documents (as defined in the Existing Credit Agreement Agreement) securing payment of such Obligations (as defined in respect of the loans Existing Credit Agreement) are in all respects continuing and letters of credit thereunder in full force and effect and are evidenced by this Agreement as provided in Article II hereofreaffirmed hereby.
(iiib) All indemnification obligations of The parties hereto acknowledge and agree that on and after the Borrower pursuant Restatement Date, all references to the “Credit Agreement” in any Other Document (as defined in the Existing Credit Agreement (including any arising from a breach of the representations thereunderAgreement) shall survive the amendment and restatement of the Existing Credit Agreement pursuant be deemed to refer to this Agreement.
(ivc) As The parties hereto acknowledge and agree that this amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any Other Document, all terms and conditions of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security this Agreement and the Subsidiary Security Agreement Other Documents remain in substantially the forms made available to the Lenders full force and effect unless otherwise specifically amended hereby or by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreementsany Other Documents.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (Drilling Tools International Corp)
Amendment and Restatement. (i) On As of the Effective Date, the Existing Credit Agreement shall be amended, deemed amended and restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) entirety as set forth in this Agreement, any Notes delivered pursuant and this Agreement shall supersede in its entirety the Existing Credit Agreement. After taking into account the partial payment on the Obligations as set forth in Section 4.01(t), the Obligations outstanding under the Existing Credit Agreement shall continue to Section 2.14 be due and owing without defense, offset or counterclaim and shall be and become for all purposes Obligations hereunder. After giving effect to the Joe’s Asset Dispositions and the other release of all Liens on Collateral in connection therewith, all Liens and security interests granted under the Existing Loan Documents executed shall continue to be in full force and delivered effect in accordance with the terms of the applicable Existing Loan Documents and are hereby ratified and confirmed. Except for the partial payment on the Obligations as set forth in Section 4.01(t) and the release of Liens on certain Collateral in connection herewith do not with the Joe’s Asset Dispositions, the amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novationnovation in respect of, payment and reborrowing, or termination the Obligations of the Loan Parties evidenced by or arising under the Existing Credit Agreement, and the Liens and security interests of Collateral Agent securing such Obligations, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full force and effect in favor of Collateral Agent, for its benefit and the ratable benefit of the Lenders. All references in the Existing Loan Documents to the “ObligationsAgreement” shall be deemed to refer to this Agreement. Concurrently with the satisfaction of the conditions set forth in Section 4.01 of this Agreement, the Agents and Lenders hereby waive (i) the Existing Defaults (as defined in the Existing Credit Forbearance Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
), (ii) Notwithstanding the modifications effected by this Forbearance Defaults (as defined in the Forbearance Agreement) that occurred under the Forbearance Agreement as a result of the representations, warranties Loan Parties’ failure to comply with the Sale/Recapitalization Process Milestones set forth in Section 5.02 and covenants Schedule I of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges Forbearance Agreement and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations the failure of the Borrower pursuant Loan Parties to the Existing Credit Agreement (including any arising from provide a breach certificate of the representations thereunder) shall survive Chief Financial Officer within 45 days of the amendment end of each of the quarters ended February 28, 2015 and restatement May 31, 2015. Notwithstanding the foregoing, the waiver of the Existing Credit Agreement pursuant to this Agreement.
(iv) As Defaults, Forbearance Defaults and other Defaults set forth above does not establish a course of conduct between the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement Loan Parties and the Subsidiary Security Agreement in substantially the forms made available to the Agents and Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Loan Parties hereby agree that the Agents and Lenders hereby are not obligated to waive any notice otherwise required by Section 2.8 in connection with the repayment future Events of the outstanding Loans Default under the Existing Credit this Agreement on or the Effective Date hereofother Loan Documents.
Appears in 1 contract
Amendment and Restatement. (i) On the Effective Date, the Existing Credit Agreement shall be amended, restated This Amended and superseded in its entirety. The parties hereto acknowledge Restated Environmental and agree that (a) this Hazardous Substances Indemnification Agreement, any Notes delivered pursuant to Section 2.14 together with that certain Amended and the other Loan Documents executed Restated Environmental and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination Hazardous Substances Indemnification Agreement dated as of the “Obligations” date hereof executed by Guarantor for the benefit of Lender with respect to the Other Loan (as defined in the Existing Credit Security Instrument) (the "Other Agreement") shall amend, restate, and replace in its entirety that certain Environmental and Hazardous Substances Indemnification Agreement dated as of November 21, 2006 executed by Borrower and Continental Towers Associates III, LLC, a Delaware limited liability company, for the benefit of CWC Capital LLC, a Massachusetts limited liability company ("CWC") (the "Original Agreement"). CWC assigned the entirety of its interest in the Loan Documents (including the Original Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date Lender on December 21, 2006. All terms, conditions and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement obligations of the representationsOriginal Agreement shall remain in full force and effect as assigned to Lender and as amended and restated herein and in the Other Agreement and in its entirety, warranties and covenants all rights and remedies provided for therein shall be preserved to Lender. Nothing contained herein or done pursuant hereto shall affect or be construed to affect the priority of the lien or security interest securing the Loan over the priority of other liens, charges, encumbrances or other security interests. Borrower does hereby confirm, ratify and reaffirm the obligations contained in the Existing Credit Original Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any as assigned to Lender and its successors arising out of as amended and restated hereby and by the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Other Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.its entirety. AMENDED AND RESTATED ENVIRONMENTAL AND HAZARDOUS SUBSTANCE 43412-20/Continental Towers
Appears in 1 contract
Sources: Environmental and Hazardous Substance Indemnification Agreement (Prime Group Realty Trust)
Amendment and Restatement. (ia) On Upon the satisfaction of the terms and conditions set forth in Section 4 below on the Effective Date, the Existing Credit Agreement (excluding the annexes, schedules and exhibits thereto) shall be amended, amended and restated and superseded in its entirety. The parties hereto acknowledge entirety and agree that (a) this replaced with the Second Amended and Restated Credit Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with Appendix A to the Existing Credit Agreement shall survive be amended and restated in its entirety and replaced with the execution Appendix A to Second Amended and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Restated Credit Agreement in respect attached hereto as Exhibit B, (c) Appendix C to Second Amended and Restated Credit Agreement attached hereto as Exhibit C shall be appended to the Credit Agreement as Appendix C thereto, (d) each of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant exhibits to the Existing Credit Agreement 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 in appropriate alphanumerical order to read as set forth on the Exhibit N that is part of Exhibit D hereto, (including any arising from a breach e) each of the representations thereunder) shall survive the amendment and restatement of Schedules to the Existing Credit Agreement pursuant to this Agreement.
appearing in Exhibit E hereto shall be amended and restated in their entirety and replaced with the corresponding schedules attached hereto as Exhibit E and (ivf) As of the Effective Date each Lender hereby New Lenders (aas defined below) consents shall be party to the amendments Credit Agreement as Lenders and restatements shall have the rights and obligations of the Security Agreement a Lender thereunder and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereofother Loan Documents.
Appears in 1 contract
Amendment and Restatement. (a) Upon the execution and delivery by the Parties hereto of this Agreement and the satisfaction of conditions set forth in paragraph (b) of this Clause 4.3:
(i) On the Effective Date, the Existing Credit this Agreement shall be amendeddeemed to amend, restated restate and superseded in its entirety. The parties hereto acknowledge and agree that (a) this supersede the Original Facility Agreement, any Notes delivered except that the grants of Liens and Guarantees under and pursuant to Section 2.14 the Finance Documents shall continue and each other Finance Document shall continue in full force and effect in accordance with its terms and the Parties hereto hereby ratify and confirm the terms thereof as being in full force and effect;
(ii) all Loans or other amounts outstanding under the Original Facility Agreement and the other Loan Finance Documents executed shall continue to be outstanding and delivered shall be governed in connection herewith do all respects by this Agreement and the other Finance Documents, it being agreed and understood that this Agreement does not constitute a novation, satisfaction, payment and reborrowing, or termination reborrowing of the “Obligations” (as defined in the Existing Credit Agreement) any Loans or other amounts outstanding under the Existing Credit Original Facility Agreement or any other Finance Document, nor does it operate as in effect prior a waiver of any right, power or remedy of any Lender under any Finance Document; and
(iii) all references to the Effective Date Original Facility Agreement in any Finance Document or other documents or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof.
(b) such “Obligations” are in all respects continuing with only the Notwithstanding any other terms thereof being modified as provided in of this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges may not deliver a Utilisation Request, unless the Agent has received the following documents and agrees that any causes other evidence referred to in Schedule 2 (Conditions Precedent) 1 (a) (or a certificate of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties an authorised signatory of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed certifying that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant constitutional documents previously delivered to the Existing Credit Agreement Agent on 2 March 2006 have not been amended and remain in full force and effect), 1 (including any arising from a breach of the representations thereunderb), 1 (c), 1 (d), 1 (e), 1(f) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
1 (iv) As of the Effective Date each Lender hereby g), 2 (a) consents (i) (or a certificate of an authorised signatory of the Company certifying that the constitutional documents previously delivered to the amendments Agent on 2 March 2006 have not been amended and restatements of the Security Agreement remain in full force and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and effect), 2 (a) (ii), 2 (b), 2 (b) authorizes (i), 2 (b) (ii), 2 (b) (iii), 2 (c), 2 (d), 2 (e), 2 (f), 2(g), 3 and directs 4, in form and substance reasonably satisfactory to the Administrative Agent. The Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender shall notify the Borrower and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereofpromptly upon being so satisfied.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Discovery Communications, Inc.)
Amendment and Restatement. (ia) On the Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that that, except as otherwise set forth herein, (ai) this Agreement, any Notes delivered pursuant to Section 2.14 Agreement and the other Loan Documents Credit Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment novation or repayment and reborrowing, or termination reborrowing of the “Obligations” Loans and the other Obligations under the Existing Credit Agreement or the other Credit Documents (as defined in the Existing Credit Agreement) as in effect prior to the Second Restatement Date, (ii) the Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and the other Credit Documents (as defined in effect prior to the Effective Date and (bExisting Credit Agreement) such “Obligations” are in all respects continuing with only (as amended and restated hereby and which are in all respects hereinafter subject to the terms thereof being modified as herein), except to the extent expressly provided in this clause (c) below and (iii) the Liens and security interests as granted under the Existing Credit Agreement and the applicable other Credit Documents (as defined in the Existing Credit [OppLoans SPV] Second A&R Credit Agreement #514109284 Agreement.
) securing payment of such Obligations (ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained as defined in the Existing Credit Agreement) are in all respects continuing and in full force and effect and are reaffirmed hereby.
(b) The parties hereto acknowledge and agree that on and after the Second Restatement Date, all references to the Borrower acknowledges and agrees that "Agreement" or the "Credit Agreement" in any causes of action or other rights created Credit Document (as defined in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant be deemed to refer to this Agreement.
(ivc) As of The Borrower, the Effective Date each Lender hereby Tranche B Lenders (a) consents to as defined in the amendments and restatements of Existing Credit Agreement), the Security Agreement Lenders and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender each acknowledge and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with agree that upon the repayment in full of the outstanding Tranche B Loans (as defined in the Existing Credit Agreement) and all other Obligations (as defined in the Existing Credit Agreement) owing to the Tranche B Lenders (as defined in the Existing Credit Agreement), (x) all commitments of the Tranche B Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement on shall automatically, without any further action, terminate and the Effective Date hereofTranche B Lenders (as defined in the Existing Credit Agreement) shall not be a Lender (or have any rights of any Lender) under this Agreement or any other Credit Document, (y) Opportunity Funding SPE VII, LLC ("SPE VII"), shall be automatically, without any further action, released as a Borrower hereunder and under the other Credit Documents; provided, all Obligations (as defined in the Existing Credit Agreement) of SPE VII under the Credit Documents (as defined in the Existing Credit Agreement) that by their terms survive the termination of the Credit Documents (as defined in the Existing Credit Agreement) or the release of SPE VII as a Borrower shall remain outstanding Obligations (as defined in the Existing Credit Agreement) of SPE VII, and (z) OppWin Card, LLC, shall be automatically, without any further action, released as a Seller hereunder and under the other Credit Documents.
(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 Credit Document, all terms and conditions of this Agreement and the other Credit Documents remain in full force and effect unless otherwise specifically amended hereby or by any other Credit Documents. [OppLoans SPV] Second A&R Credit Agreement #514109284
Appears in 1 contract
Amendment and Restatement. (ia) On the Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (ai) this Agreement, any Notes delivered pursuant to Section 2.14 Agreement and the other Loan Documents Other Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment novation or repayment and reborrowing, or termination reborrowing of the “Obligations” Advances (as defined in the Existing A&R Credit Agreement) and the other Obligations (as defined in the A&R Credit Agreement) under the Existing A&R Credit Agreement or the Other Documents (as defined in the A&R Credit Agreement) as in effect prior to the Effective Closing Date and which remain outstanding as of the Closing Date, (bii) such “Obligations” the Obligations (as defined in the A&R Credit Agreement) under the A&R Credit Agreement and the Other Documents (as defined in the A&R Credit Agreement) are in all respects continuing with only (as amended and restated and converted hereby and which are in all respects hereafter subject to the terms thereof being modified herein) and (iii) the Liens and security interests as provided granted under the A&R Credit Agreement and the Other Documents (as defined in this the A&R Credit Agreement) securing payment of such Obligations (as defined in the A&R Credit Agreement) are in all respects continuing and in full force and effect and reaffirmed hereby (in each case, as amended and restated hereby and in all respects hereafter subject to the terms herein).
(iib) Notwithstanding The parties hereto acknowledge and agree that on and after the modifications effected by this Closing Date, (i) all references to the Agreement of shall be deemed to refer to the representations, warranties and covenants of the Borrower contained in the Existing A&R Credit Agreement, the Borrower acknowledges as amended and agrees that restated hereby, (ii) all references to any causes of action section (or other rights created in favor of any Lender and its successors arising out subsection) of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing A&R Credit Agreement shall survive be amended to become, mutatis mutandis, references to the execution and delivery 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; provided, howeveras amended and restated hereby.
(c) The parties hereto acknowledge and agree that this amendment and restatement is limited as written and is not a consent to any other amendment, that it is understood restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any Other Document, all terms and agreed that conditions of the Borrower’s monetary obligations under the Existing A&R Credit Agreement and the Other Documents (as defined in respect the A&R Credit Agreement) remain in full force and effect unless otherwise specifically amended hereby or by any Other Documents. Each of the loans and letters of credit thereunder are evidenced by parties has signed this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment day and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.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) Upon this Agreement becoming effective pursuant to Section 4.01, from and after the Closing Date: (i) On all outstanding “Revolving Credit Loans” (as such term is defined in the Effective Existing Credit Agreement), if any, shall be deemed to be Revolving Credit Loans outstanding hereunder; (ii) all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Closing Date, shall be and remain in full force and effect, as so amended, and shall constitute the legal, valid, binding and enforceable obligations of the Loan Parties to the Lenders and the Agents; (iii) the terms and conditions of the Existing Credit Agreement shall be amendedamended as set forth herein and, as so amended and restated, shall be restated in their entirety, but shall be amended only with respect to the rights, duties and superseded in its entirety. The parties hereto acknowledge obligations among the Borrower, the Guarantors, the Lenders and agree that the Agents accruing from and after the Closing Date; (aiv) this Agreement shall not in any way release or impair the rights, duties, “Obligations” (as such term is defined in the Existing Credit Agreement, any Notes delivered ) or Liens created pursuant to Section 2.14 the Existing Credit Agreement or any other “Loan Document” as defined therein or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the other Loan Documents Closing Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith do not constitute a novationherewith, payment and reborrowingall of such rights, or termination duties, “Obligations” (as such term is defined in the Existing Credit Agreement) and Liens are assumed, ratified and affirmed by the Borrower and each Guarantor; (v) all indemnification obligations of the Loan Parties under the Existing Credit Agreement and any other “Loan Document” as defined therein shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the “Lenders”, the “Agents”, and any other “Indemnitee” (as such terms are defined in the Existing Credit Agreement) at any time prior to the Closing Date; (vi) the “Obligations” (as such term is defined in the Existing Credit Agreement) incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, continue to be outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder; (vii) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the “Lenders” or either “Agent” (as such terms are defined in the Existing Credit Agreement) under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; and (viii) any and all references in the Loan Documents to the Existing Credit Agreement shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, modified, supplemented or amended and restated from time to time hereafter in effect accordance with the terms of this Agreement. For the avoidance of doubt, in no event shall the mandatory prepayment provisions set forth in Section 2.05(b)(i) of the Existing Credit Agreement require any reduction of Commitments after the Closing Date in connection with any asset sales or other transactions occurring prior to the Effective Date and Closing Date.
(b) such “Obligations” are in all respects continuing with only The Agents, the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties Lenders and covenants of the Borrower contained agree that the Revolving Credit Commitment (as defined in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out ) of the representations “Lenders” under and warranties of the Borrower contained as defined in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive immediately prior to the execution and delivery effectiveness of this Agreement; providedAgreement shall be reallocated among the Lenders such that, howeverimmediately after the effectiveness of this Agreement in accordance with its terms, that it is understood the Revolving Credit Commitment of each Lender hereunder shall be as set forth on Schedule 1.01A. In order to effect such reallocations, assignments shall be deemed to be made among the Lenders under this Agreement in such amounts as may be necessary, and agreed that with the Borrower’s monetary obligations same force and effect as if such assignments were evidenced by the applicable Assignment and Acceptance (but without the payment of any related assignment fee), and no other documents or instruments shall be required to be executed in connection with such assignments (all of which such requirements are hereby waived). Further, to effect the foregoing, each Lender under the Existing Credit this Agreement agrees to make cash settlements in respect of any outstanding Revolving Credit Loans, if any, either directly or through the loans and letters of credit thereunder are evidenced by this Agreement Administrative Agent, as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant Administrative Agent may direct or approve, such that after giving effect to this Agreement.
(iv) As of the Effective Date , each Lender hereby hereunder holds Revolving Credit Loans equal to its Pro Rata Share (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement based on the Effective Date hereofRevolving Credit Commitment of each Lender hereunder outstanding as set forth on Schedule 1.01A).
Appears in 1 contract
Amendment and Restatement. (i) On the Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) this Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” . The Obligations (as defined in the Existing Original Credit Agreement) outstanding under the Existing Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as in effect prior defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Effective Date Original Credit Agreement (the “Existing Guarantees”) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (bthe “Existing Security”) such “Obligations” are in all respects continuing with only the terms thereof being modified secures and continues to secure payment and performance of its respective Obligations (as provided defined in this Agreement.
(ii) ). Notwithstanding the modifications effected by this Agreement amendment and restatement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Original Credit Agreement shall survive by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement; provided, howevereach of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, that it is understood confirms and agreed agrees that the Borrower’s monetary obligations under the Existing Credit Agreement Guarantees (subject only to Section 7.03 in respect of the loans Aphria Limited Guarantee) and letters Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of credit thereunder are evidenced such Credit Party, enforceable against it by this Agreement as provided the Agent in Article II hereof.
accordance with their respective terms, and (iiiii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All indemnification obligations of the Borrower pursuant references to the Existing “Credit Agreement (including any arising from a breach of Agreement” contained in the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 Loan Documents delivered in connection with the repayment of the outstanding Loans under the Existing Original Credit Agreement on the Effective Date hereofshall be deemed to refer to this Agreement without further amendment of those Loan Documents.
Appears in 1 contract
Amendment and Restatement. (ia) On the Effective Closing Date, the Existing Credit Agreement Guaranty shall be amendedamended and restated in its entirety by this Agreement, restated and the Existing Guaranty shall thereafter be and shall be deemed replaced and superseded in its entiretyall respects by this Agreement. The parties hereto acknowledge and agree that (ai) this Agreement, any Notes delivered pursuant to Section 2.14 Agreement and the other Loan Documents Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) Obligations under the Existing Credit Agreement Guaranty or the other Loan Documents as in effect prior to the Effective Closing Date and which remain outstanding as of the Closing Date and (bii) such “Obligations” the Obligations under the Existing Guaranty and the other Loan Documents are in all respects continuing with only (as amended and restated hereby and which are in all respects hereinafter subject to the terms thereof being modified as provided in this Agreementherein).
(b) On and after the Closing Date, (i) all references to the Existing Guaranty or the “ABL Guarantee Agreement” in the Loan Documents (other than this Agreement) shall be deemed to refer to the Existing Guaranty as amended and restated hereby, (ii) Notwithstanding the modifications effected by this Agreement all references to any section (or subsection) of the representations, warranties and covenants of Existing Guaranty or the Borrower contained ABL Guarantee Agreement in any Loan Document (but not herein) shall be deemed to refer to the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery corresponding provisions of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations except as the context otherwise provides, all references to this Agreement herein (including for purposes of the Borrower pursuant indemnification) shall be deemed to be references to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment Guaranty as amended and restatement of the Existing Credit Agreement pursuant to this Agreementrestated hereby.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Sources: Abl Guarantee Agreement (Builders FirstSource, Inc.)
Amendment and Restatement. (ia) On This Agreement amends and restates the Effective Date, Existing Credit Agreement effective as of the date of this Agreement. Nothing in this Agreement shall constitute a release or novation of any indebtedness outstanding under the Existing Credit Agreement and all Loans outstanding under the Existing Credit Agreement shall continue as Loans outstanding under this Agreement.
(b) The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent:
(i) the Administrative Agent (or its counsel) shall have received:
(A) this Agreement, executed and delivered by a duly Authorized Officer of Holdings, CGI Borrower and Swiss Borrower;
(B) an acknowledgement and confirmation, executed and delivered by a duly Authorized Officer of each Credit Party, as to the continuing effectiveness of such Credit Party’s Guarantee and Security Documents;
(C) a Swiss-law governed amendment and confirmation agreement, executed and delivered by a duly Authorized Officer of each Credit Party that is party to any Swiss-law governed Security Documents;
(D) an English-law governed supplemental debenture, executed and delivered by a duly Authorized Officer of each UK Credit Party and the Swiss Borrower; and
(E) an English-law governed supplemental share charge, executed and delivered by a duly Authorized Officer of CGI Borrower.
(ii) the Administrative Agent (or its counsel) shall have received the executed legal opinions, in customary form, of each of:
(A) Stikeman Elliott LLP, Canadian counsel to the Credit Parties;
(B) ▇▇▇▇▇▇▇▇▇ ▇▇, Swiss counsel to the Credit Parties;
(C) ▇▇▇▇▇ & ▇▇▇▇▇▇, Swiss counsel to the Administrative Agent; and
(▇) ▇▇▇▇▇ ▇▇▇, UK counsel to the Administrative Agent;
(iii) the Administrative Agent (or its counsel) shall have received a certificate of status or good standing (or an equivalent), as applicable, from each Borrower’s jurisdiction of incorporation or organization;
(iv) the Administrative Agent shall have received (A) a copy of the resolutions of the board of directors or other governing body of the Borrowers and Holdings (or a duly authorized committee thereof) authorizing (x) the execution, delivery, and performance of this Agreement (and any agreements relating thereto to which it is a party), and (y) in the case of the Borrowers, the extensions of credit contemplated hereunder, (B) the certificate of incorporation and by-laws, certificate of formation and operating agreement, up-to-date trade register excerpts or other comparable Organizational Documents, as applicable, of each Borrower and Holdings, and (D) signature and incumbency certificates (or other comparable documents evidencing the same) of the authorized officers of the Borrowers and Holdings;
(v) payment to the Lenders of all fees due and owing;
(vi) the representations and warranties set forth in Article 9 are true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties shall be amendedtrue and correct in all respects after giving effect to such materiality qualifier) on and as of the Seventh Closing Date and an Authorized Officer of CGI Borrower shall have certified the same to the Lenders;
(vii) since December 31, restated 2022, a Material Adverse Effect will not have occurred or arisen and superseded in its entirety. an Authorized Officer of CGI Borrower shall have certified the same to the Lenders;
(viii) no Default or Event of Default has occurred and is continuing on the Seventh Closing Date and an Authorized Officer of CGI Borrower shall have certified the same to the Lenders; and
(ix) the Administrative Agent shall have received a Borrowing Base Certificate.
(c) The parties hereto Borrowers, the Administrative Agent and the Lenders hereby acknowledge and agree that (ai) effective immediately prior to the execution of this Agreement The Bank of Nova Scotia and Credit Suisse AG, Cayman Islands Branch shall cease to be Lenders under this Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by Credit Suisse AG, Toronto shall become a Lender under this Agreement Agreement. By execution of the representations, warranties and covenants of the Borrower contained in the Existing Credit this Agreement, the Borrower Credit Suisse AG, Toronto Branch hereby acknowledges and agrees that any causes of action or other rights created in favor of any Lender it is a ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and its successors arising out of the representations accordingly take on all benefits and warranties of the Borrower contained in or delivered liabilities hereunder (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and to outstanding letters of credit thereunder are evidenced by this Agreement as provided in Article II hereofcredit).
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Amendment and Restatement. Each of the parties hereto acknowledges and agrees that
(i) On this Agreement represents, among other things, an amendment, restatement, renewal, consolidation and modification of the Effective Dateloans made under the Original EGS Agreement and the loans made under the Original Dry Bulk Agreement and certain of the documents that were executed as security for said loans and the Assignor’s and the Assignees’ respective obligations in connection therewith (the "Original Security Documents"); (ii) this Agreement and the Security Documents (as such term is hereinafter defined) shall secure, without interruption or impairment of any kind, all existing indebtedness of each of the Existing Credit Agreement shall be Assignor and the Borrowers under the Original Agreements and the Original Security Documents to which it is a party as so assigned, assumed, amended, restated restated, restructured, renewed, consolidated and superseded in its entirety. The parties hereto acknowledge modified hereunder and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 and by the other Loan Security Documents executed and delivered in connection herewith do not constitute a novationherewith; (iii) all liens evidenced by the Original Agreements and the Original Security Documents, payment to the extent assigned, assumed, amended, restated, restructured, renewed, consolidated and reborrowingmodified hereunder, or termination are hereby ratified, confirmed and continued; (iv) this Agreement and the Security Documents are intended to restructure, restate, renew, consolidate, amend and modify the Original Agreements and the Original Security Documents; (v) this Agreement is an amendment and restatement in its entirety of the “Obligations” Original Agreements, and from and after the Effective Date, except as otherwise provided in Section 3.1(c) with respect to EGS, all rights and obligations of the parties under the Original Agreements, as amended hereby, without duplication, shall survive hereunder; and (vi) the Note (as defined hereinafter defined) amends, renews, modifies, replaces, is substituted for and supersedes in its entirety, but does not extinguish the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreementexisting indebtedness arising under, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered promissory notes issued in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereofOriginal Agreements.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Sources: Senior Secured Term Loan Facility Agreement (International Shipholding Corp)
Amendment and Restatement. (ia) On Each Borrower Party acknowledges and agrees that the Effective Date, security interests and Liens (as defined in the Existing Credit Agreement) granted to the Administrative Agent pursuant to the Existing Credit Agreement and the other Security Documents (as defined in the Existing Credit Agreement), shall be amendedremain outstanding and in full force and effect, restated without interruption or impairment of any kind, in accordance with the Existing Credit Agreement and superseded in its entirety. The parties hereto acknowledge shall continue to secure the Obligations.
(b) Each Borrower Party acknowledges and agree agrees that (ai) this the Obligations represent, among other things, the amendment, restatement, renewal, extension, consolidation and modification of the Obligations (as defined in the Existing Credit Agreement, any Notes delivered pursuant to Section 2.14 ) arising in connection with the Existing Credit Agreement and other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith; (ii) the Borrower Parties intend that the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed and delivered in connection herewith do not constitute a novationtherewith and the collateral pledged thereunder shall secure, payment and reborrowingwithout interruption or impairment of any kind, or termination of the “Obligations” all existing Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and the other Loan Documents (as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained defined in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered ) executed in connection therewith, as they may be amended, restated, renewed, extended, consolidated and modified hereunder, together with all other obligations hereunder; (iii) all Liens (as defined in the making of Existing Credit Agreement) evidenced by the loans or other extensions of credit thereunderLoan Documents (as defined in the Existing Credit Agreement) executed in connection with therewith are hereby ratified, confirmed and continued; and (iv) the Loan Documents are intended to restate, renew, extend, consolidate, amend and modify the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith. Notwithstanding the foregoing, the Borrower Parties and the Lender Group acknowledge and agree that US Ben ▇▇▇▇▇▇▇ Holdco shall survive not be a Guarantor and shall not be a party to the execution Security Agreement, Pledge Agreement or Intellectual Property Security Agreement, and delivery the Parent shall be required to pledge only 65% of this its Equity Interest in US Ben ▇▇▇▇▇▇▇ Holdco under the Pledge Agreement; provided, however, .
(c) Each Borrower Party intends that it is understood and agreed that (i) the Borrower’s monetary obligations under provisions of the Existing Credit Agreement and the other Loan Documents (as defined in respect the Existing Credit Agreement) executed in connection therewith, to the extent restated, renewed, extended, consolidated, amended and modified hereby and by the other Loan Documents, be hereby superseded and replaced by the provisions hereof and of the loans other Loan Documents; (ii) the Revolving Loan Notes restate, renew, extend, consolidate, amend, modify, replace, are substituted for and letters of credit thereunder are evidenced by this Agreement supersede in their entirety, but do not extinguish, the Obligations (as provided defined in Article II hereof.
the Existing Credit Agreement) arising under the Revolving Loan Notes (iiias defined in the Existing Credit Agreement) All indemnification obligations of the Borrower issued pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date ; and (biii) authorizes by entering into and directs the Administrative Agent to enter into such agreementsperforming their respective obligations hereunder, this transaction shall not constitute a novation.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Amendment and Restatement. (i) On the Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that as of Closing: (a) the Obligations (as defined in this Agreement) represents, any Notes delivered pursuant to Section 2.14 among other things, the restatement, renewal, amendment, extension, and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination modification of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and ); (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representationsis intended to, warranties and covenants of the Borrower contained in the Existing Credit Agreementdoes hereby, the Borrower acknowledges restate, renew, extend, amend, modify, supersede, and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under replace the Existing Credit Agreement in respect of its entirety; (c) the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower Notes executed pursuant to the Existing Credit Agreement remain in full force and effect to evidence the Obligations; (including any arising from a breach of d) the representations thereunder) shall survive the amendment and restatement of Security Documents executed pursuant to the Existing Credit Agreement remain in full force and effect to secure the Obligations; (e) each Guaranty executed pursuant to the Existing Credit Agreement remains in full force and effect to guaranty the Obligations; and (f) the entering into and performance of their respective obligations under this Agreement.
Agreement (ivand any other Loan Document executed in connection herewith) As of and the Effective Date each Lender transactions evidenced hereby (aand thereby, as applicable) consents do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans “Obligations” under the Existing Credit Agreement on or the Effective Date hereofother Existing Loan Documents (or the collateral security therefor), all of which “Obligations” and Collateral shall continue under and be governed by this Agreement and the other Loan Documents, except as provided otherwise herein.
Appears in 1 contract
Amendment and Restatement. It is the intention of each of the parties hereto that (i) On the Effective Date, the Existing Credit Agreement shall be amended, amended and restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement so as to preserve the continuing perfection and priority of the representations, warranties all security interests securing indebtedness and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect and that all Indebtedness and Secured Obligations of the loans Borrowers and letters of credit thereunder are evidenced their Subsidiaries hereunder shall be secured by the Loan Documents, (ii) this Agreement as provided in Article II hereof.
does not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement, (iii) All indemnification the effectiveness of this Agreement will not extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement or release or discharge of any Guarantee thereof and (iv) the Lenders and the other Secured Parties are entitled to and have the continuing benefit of the Borrower security interests granted pursuant to the Security Documents, whenever executed. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing Credit Agreement made under and in accordance with the terms of Section 10.01 of the Existing Credit Agreement. In addition, unless specifically amended hereby or in a separate writing executed by the Administrative Agent, each of the Loan Documents, the Annexes, Exhibits and Schedules to the Existing Credit Agreement, shall continue in full force and effect and, from and after the Restructuring Closing Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement, it being understood that certain Annexes, Exhibits and Schedules to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment are being amended and restatement of the Existing Credit Agreement restated pursuant to to, or are being omitted from, this Agreement.
(iv) As of the Effective Date , in each Lender hereby (a) consents case solely to the amendments and restatements extent expressly indicated on the Table of the Security Contents of this Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders as evidenced by the Administrative Agent prior to the Effective Date such amended and (b) authorizes restated Annexes, Exhibits and directs the Administrative Agent to enter into such agreementsSchedules attached hereto.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Amendment and Restatement. (ia) On As of the Restatement Effective Date, Borrower hereby (1) unconditionally ratifies and confirms, renews and reaffirms all of its obligations under each of the Existing Credit other Loan Documents, (2) acknowledges and agrees that such obligations remain in full force and effect, binding on and enforceable against it in accordance with the terms, covenants and conditions of this Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed (as amended hereby), in each case, without impairment, and delivered (3) represents, warrants and covenants that it is not in connection herewith do not constitute a novation, payment and reborrowing, default under this Agreement or termination any of the “Obligations” (as defined in other Loan Documents beyond any applicable notice and cure periods, and there are no defenses, offsets or counterclaims against the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and Indebtedness.
(b) 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 its obligations under the Guaranty remain in full force and effect, binding on and enforceable against it in accordance with the terms, covenants and conditions of such documents without impairment, and (4) as of the Restatement Effective 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 and Borrower hereby agree that the other Loan Documents are amended as follows:
(i) The provisions in Note A stating “Obligationsthe weighted average of the component interest rates, weighted on the basis of their respective principal balances, shall equal the Interest Rate” and “no such allocation of principal to the Notes or Note Components shall have the effect of increasing the weighted average of the component interest rates” shall not apply with respect to Note Component A-1 and Note Component A-2, and the interest rate applicable to each such Note Component shall be the rate set forth in the definition of “Interest Rate”.
(ii) All references to “Borrower” in the Environmental Indemnity and the Guaranty shall mean, collectively, jointly and severally, each party that is a “Borrower” hereunder, including any Person becoming liable for the Indebtedness evidenced by Note B by virtue of executing a joinder hereto.
(iii) All references to “Loan Agreement” in each of the Loan Documents shall mean this Agreement, and all 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 all respects continuing with only any Loan Document by reference to the “Loan Agreement” shall have the respective meanings ascribed to such terms thereof being modified as provided in this Agreement.
(iid) Notwithstanding the modifications effected by this Agreement of the representationsUpon Lender’s request, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant execute such amendments to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant other Loan Documents as reasonably necessary to conform such Loan Documents with this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Sources: Loan Agreement (Sears Holdings Corp)
Amendment and Restatement. (i) On The parties hereto agree that on the Effective Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto:
(a) the Existing Credit Agreement shall be amended, deemed to be amended and restated and superseded in its entirety. The entirety in the form of this Agreement;
(b) the Loans shall serve to extend, renew and continue, but not to extinguish or novate, the Existing Loans and the corresponding promissory notes and to amend, restate and supersede, but not to extinguish or cause to be novated the Existing Obligations under, the Existing Credit Agreement;
(c) the Borrower hereby agrees that, upon the effectiveness of this Agreement, the Existing Loans outstanding under the Existing Credit Agreement and all accrued and unpaid interest thereon shall be deemed to be outstanding under and payable by this Agreement;
(d) all Existing Obligations (including any Existing Obligations that have accrued, but are not payable, as of the Closing Date) shall, to the extent not paid on the Closing Date, be deemed to be Obligations outstanding (and in the case of any accrued Existing Obligations that have accrued, but are not payable, as of the Closing Date, such accrued Existing Obligations shall be paid on the date or dates that such Existing Obligations were due under the Existing Agreement);
(e) the Liens in favor of Administrative Agent securing payment of the Existing Obligations shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed in accordance with the Security Documents; and
(f) the parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, reborrowing or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Obligations and that all such Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” Obligations are in all respects continuing continued and outstanding as Obligations under this Agreement with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding from and after the modifications effected by this Agreement effective date of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
this Agreement and the other Loan Documents. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. CONSTELLATION ENERGY PARTNERS LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Chief Financial Officer SOCIÉTÉ GÉNÉRALE, as Administrative Agent, Issuer and a Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Director ONEWEST BANK, FSB, as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Vice President BOKF, NA (iiidba Bank of Oklahoma), as a Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: AVP NAME OF LENDER APPLICABLE PERCENTAGE MAXIMUM CREDIT AMOUNT Société Générale 36.3636363636 % $ 127,272,727.27 OneWest Bank, FSB 36.3636363636 % $ 127,272,727.27 BOKF NA, dba Bank of Oklahoma 27.2727272727 % $ 95,454,545.45 TOTAL 100.0000000 % $ 350,000,000.00 Second Amended and Restated Credit Agreement – ANNEX I - Page 1 $[ ] [ ], 2013 FOR VALUE RECEIVED, Constellation Energy Partners LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to [ ] or its registered assigns (the “Lender”), at the principal office of Société Générale, as administrative agent (the “Administrative Agent”), the principal sum of [ ] Dollars ($[ ]) All indemnification (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans) made by the Lender to the Borrower under the Credit Agreement (defined below), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of this Note. This Note is issued pursuant to, and is subject to the terms and conditions set forth in, that certain Second Amended and Restated Credit Agreement, dated as of May 30, 2013, by and among the Borrower, the Administrative Agent, certain other lenders parties thereto from time to time, Société Générale Americas Securities, LLC, as sole bookrunner and lead arranger (the “Credit Agreement”) and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement This Note is one of the notes that represents an extension, renewal, and replacement of, and is given in substitution and exchange for, certain promissory notes evidencing prior indebtedness of the Borrower pursuant in the original aggregate principal amount of up to $350,000,000 executed by the Existing Borrower under the Amended and Restated Credit Agreement (including any arising from a breach dated as of the representations thereunder) shall survive the amendment November 13, 2009, as such Amended and restatement of the Existing Restated Credit Agreement pursuant was or may have been from time to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement time thereafter amended or modified, and the Subsidiary Security Agreement in substantially the forms made available indebtedness evidenced hereby and thereby is a continuing indebtedness, and nothing herein contained or implied shall be construed to the Lenders by the Administrative Agent prior to the Effective Date deem such indebtedness or any accrued and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agentunpaid interest thereon paid, Swingline Lender and the Lenders hereby waive satisfied, novated or terminated, or any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.collateral or security therefore released or terminated. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. CONSTELLATION ENERGY PARTNERS LLC, a Delaware limited liability company By:
Appears in 1 contract
Sources: Credit Agreement (Constellation Energy Partners LLC)
Amendment and Restatement. 14.1 Borrower acknowledges, confirms and agrees that (i) On the Effective Date, security interests and liens granted to Bank pursuant to the Existing Credit Agreement shall remain in full force and effect and shall secure all Obligations hereunder, (ii) such security interests and liens shall be amendeddeemed to be continuously granted and perfected from the earliest date of granting and perfection of such security interests and liens, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement) whether under the Existing Credit Agreement as in effect prior to or otherwise, (iii) the Effective Date Obligations represent, among other things, the amendment, restatement, renewal, extension, consolidation and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement modification of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors Obligations arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement and the Existing Loan Documents and (iv) the Existing Agreement and the Existing Loan Documents to which Borrower is a party have been duly executed and delivered by such Borrower and are in full force and effect as of the date hereof.
14.2 The terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Agreement are, effective as of the date hereof, amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms, conditions, agreements, covenants, representations and warranties set forth herein; provided that each of Borrower and Bank acknowledges, confirms and agrees that such amendment and restatement shall survive not, in any manner, (i) be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the execution and delivery Existing Obligations of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations Borrower evidenced by or arising under the Existing Credit Agreement in respect of or the loans and letters of credit thereunder are evidenced by Existing Loan Documents, all such Existing Obligations being deemed Obligations under this Agreement as provided in Article II hereof.
or (iiiii) All indemnification obligations adversely affect or impair the priority of the Borrower pursuant to security interests and liens granted by the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreementsExisting Loan Documents.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Amendment and Restatement. (ia) On This Guaranty amends and restates the Effective DateExisting Guaranty. All rights, benefits, indebtedness, interests, liabilities and obligations of the parties to the Existing Guaranty and the agreements, documents and instruments executed and delivered in connection with the Existing Guaranty (collectively, the “Existing Credit Agreement shall be Guaranty Documents”) are hereby renewed, amended, restated and superseded in its entirety. The parties hereto acknowledge their entirety according to the terms and agree that (a) provisions set forth in this Agreement, any Notes delivered pursuant to Section 2.14 Guaranty and the other Loan Documents executed and delivered in connection herewith do Documents. This Guaranty does not constitute constitute, nor shall it result in, a novation, payment and reborrowingwaiver of, or termination release, discharge or forgiveness of, any amount payable pursuant to the Existing Guaranty or any indebtedness, liabilities or obligations of the “Obligations” (as defined Guarantor thereunder, all of which are renewed and continued and are hereafter payable and to be performed in accordance with this Guaranty and the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in other Loan Documents. Neither this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement Guaranty nor any of the representations, warranties and covenants of other Loan Documents extinguishes the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action indebtedness or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) liabilities outstanding in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; providedGuaranty Documents, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in nor do they constitute a novation with respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereofthereto.
(iiib) All indemnification obligations of the Borrower security interests, pledges, assignments, and other Liens previously granted by each Guarantor pursuant to the Existing Credit Agreement (including any arising from a breach of Guaranty Documents are hereby renewed and continued, and all such security interests, pledges, assignments and other Liens shall remain in full force and effect as security for the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this AgreementGuaranteed Obligations.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Amendment and Restatement. (ia) On the Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (ai) this Agreement, any Notes delivered pursuant to Section 2.14 Agreement and the other Loan Documents Other Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment novation or repayment (other than with respect to the Term Loans) and reborrowing, or termination reborrowing of the “Obligations” Advances (as defined in the Existing Second A&R Credit Agreement) and the other Obligations (as defined in the Second A&R Credit Agreement) under the Existing Second A&R Credit Agreement or the Other Documents (as defined in the Second A&R Credit Agreement) as in effect prior to the Effective Closing Date and which remain outstanding as of the Closing Date, (bii) the Obligations (as defined in the Second A&R Credit Agreement but excluding such “Obligations” Obligations (as defined in the Second A&R Credit Agreement) with respect to the Term Loans) under the Second A&R Credit Agreement and the Other Documents (as defined in the Second A&R Credit Agreement) are in all respects continuing with only (as amended and restated and converted hereby and which are in all respects hereafter subject to the terms thereof being modified herein) and (iii) the Liens and security interests as provided granted under the Second A&R Credit Agreement and the Other Documents (as defined in this the Second A&R Credit Agreement) securing payment of such Obligations (as defined in the Second A&R Credit Agreement) are in all respects continuing and in full force and effect and reaffirmed hereby (in each case, as amended and restated hereby and in all respects hereafter subject to the terms herein).
(iib) Notwithstanding The parties hereto acknowledge and agree that on and after the modifications effected by this Closing Date, (i) all references to the Agreement of shall be deemed to refer to the representations, warranties and covenants of the Borrower contained in the Existing Second A&R Credit Agreement, the Borrower acknowledges as amended and agrees that restated hereby, (ii) all references to any causes of action section (or other rights created in favor of any Lender and its successors arising out subsection) of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Second A&R Credit Agreement shall survive be amended to become, mutatis mutandis, references to the execution and delivery corresponding provisions of this Agreement; provided, however, that it is understood Agreement and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification obligations and reimbursement of the Borrower pursuant fees) shall be deemed to be references to the Existing Second A&R Credit Agreement, as amended and restated hereby. [Innovex] 3rd A&R Credit Agreement 151
(including any arising from a breach of the representations thereunderc) shall survive the The parties hereto acknowledge and agree that this amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any Other Document, all terms and conditions of the Existing Second A&R Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement Other Documents (as defined in substantially the forms made available to the Lenders Second A&R Credit Agreement) remain in full force and effect unless otherwise specifically amended hereby or by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreementsany Other Documents.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Sources: Revolving Credit Agreement (Innovex International, Inc.)
Amendment and Restatement. This Agreement amends and restates in their entirety the Onshore Loan Agreement and the Offshore Loan Agreement. This Agreement and the other Transaction Documents govern the present relationship between the Borrower (i) On including in its capacity as successor-by-merger to the Effective DateOffshore Borrower), the Existing Credit Agreement shall be amended, restated and superseded Collateral Manager (including in its entiretycapacity as successor-by-merger to the Onshore Collateral Manager and the Offshore Collateral Manager), the Lenders (including, to the extent applicable, in their respective capacities as Onshore Lenders and Offshore Lenders), the Administrative Agent and the Collateral Custodian. The parties hereto acknowledge This Agreement, however, is in no way intended, nor shall it be construed, to affect, replace, impair or extinguish the creation, attachment, perfection or priority of the security interests in, and agree that other Liens on, the “Collateral” (aas such term is defined in the Onshore Loan Agreement and the Offshore Loan Agreement) granted by the Borrower, the Offshore Borrower or any other Person under either of the Onshore Loan Agreement or the Offshore Loan Agreement (collectively, the “Existing Liens”). Each of the Borrower and the Collateral Agent, by this Agreement, any Notes delivered pursuant hereby acknowledges, reaffirms and confirms to Section 2.14 the Administrative Agent [Willow Tree BDC] Amended and Restated Loan, Security and Collateral Management Agreement #506694681 and the other Loan Documents executed Lenders the continued existence of the Existing Liens. In addition, except as otherwise provided herein, all monetary obligations and delivered in connection herewith do not constitute a novationliabilities and indebtedness created or existing under, payment and reborrowingpursuant to, or termination as a result of, the Onshore Loan Agreement or the Offshore Loan Agreement (the “Existing Loan Agreement Obligations”) shall continue in existence within the definition of the “Obligations” (as defined in under this Agreement and any and all of the Transaction Documents. Each of the Borrower and the Collateral Manager, by this Agreement, acknowledges, reaffirms and confirms the continued existence of the Existing Credit Agreement) under the Existing Credit Loan Agreement Obligations as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by hereunder, and hereby agrees that this Agreement shall not be deemed to evidence or result in a novation or repayment or re-borrowing of the representations, warranties such obligations and covenants of the liabilities and indebtedness. The Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action outstanding commitment or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in obligation to make advances or delivered (including representations and warranties delivered in connection with the making of the loans otherwise extend credit or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of support to the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach either of the representations thereunder) shall survive Onshore Loan Agreement or the amendment Offshore Loan Agreement is superseded by this Agreement. The Borrower represents and restatement warrant that it has not assigned or otherwise transferred any rights arising under either of the Existing Credit Onshore Loan Agreement pursuant to this or the Offshore Loan Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Sources: Loan, Security and Collateral Management Agreement (Willow Tree Capital Corp)
Amendment and Restatement. (a) 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: (i) On the Effective Date, the Existing Credit Agreement shall be amended, deemed to be amended and restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) entirety pursuant to this Agreement; (ii) all Loans (as defined in the Existing Credit Agreement) and other Obligations (as defined in the Existing Credit Agreement) outstanding on the Closing Date immediately prior to effectiveness of this Agreement shall in all respects be continuing and shall be deemed to be Loans and Obligations outstanding hereunder on the terms set forth herein; (iii) the guarantees made to the lenders, any Notes delivered pursuant to Section 2.14 the administrative agent and the each other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination holder of the “Obligations” Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive remain in full force and effect, and continued on the terms set forth herein, with respect to the Obligations (as defined herein) and are hereby reaffirmed (subject to any amendment and restatement or amendment thereof pursuant to the Loan Documents (as defined herein)); and (iv) the security interests and liens in favor of the Administrative Agent, for the benefit of the holders of the Obligations (as defined in the Existing Credit Agreement), created under the collateral documents entered into in connection with the Existing Credit Agreement shall remain in full force and effect with respect to the Obligations (as defined herein) and are hereby reaffirmed (subject to any amendment and restatement or amendment thereof pursuant to the Loan Documents (as defined herein); it being acknowledged and agreed that any such security interests and liens that are not so amended and restated (including all such security interests and liens that are amended) in connection with this agreement shall nonetheless remain in full force and effect with respect to the Obligations (as defined herein) and are hereby reaffirmed as securing the Obligations (as defined herein). The execution and delivery of this Agreement or any other Loan Document shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement or any of the other Loan Documents (as defined in the Existing Credit Agreement) based on facts or events occurring or existing prior to the execution and delivery of this Agreement; provided, however, that it . {N0289348 2 } 115
(b) It is understood and agreed that some or all of the Borrower’s monetary obligations Loans (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement in respect immediately prior to the effectiveness of this Agreement may remain outstanding upon the effectiveness of this Agreement and be deemed a portion of the loans Loans advanced hereunder on the Closing Date. On the Closing Date upon the effectiveness of this Agreement, the Administrative Agent shall make such assignments, reallocations and letters transfers of credit thereunder funds as are evidenced by this Agreement necessary in order that (i) the balance of Loans (as provided defined in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunderAgreement) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement immediately prior to effectiveness of this Agreement (which shall, upon effectiveness of this Agreement, become Loans hereunder on the Effective Closing Date hereof.that are deemed funded hereunder on the Closing Date), together with any Loans funded hereunder on the Closing Date by the Lenders, and (ii) the Lenders’ respective participation interests in Swing Loans shall, in each case, reflect the Commitments of the Lenders hereunder as set forth on Schedule 1.1(B) hereto on the Closing Date. The Loan Parties and each Lender consent to such assignments, reallocations and transfers of funds by the Administrative Agent, and each Lender agrees that on the Closing Date such Lender will fund Loans, and will make full cash settlement with the other Lenders either directly or through the Administrative Agent as the Administrative Agent may direct or approve, and will automatically acquire risk participations in Swing Loans in amounts such that, together with the assignments, reallocations and transfers of funds by the Administrative Agent described above, the Loans outstanding hereunder on the Closing Date and the participation interests held by each of the Lenders in Swing Loans after giving effect to this Agreement are held by the Lenders in amounts that reflect the Commitments of the Lenders hereunder as set forth on Schedule 1.1(B) hereto on the Closing Date. {N0289348 2 } 116
Appears in 1 contract
Amendment and Restatement. (ia) On the Effective Date, Date the Existing Credit Agreement shall be amended, restated and superseded in its entiretyentirety hereby. The parties hereto acknowledge and agree that (a) this Agreement, any Notes promissory notes delivered pursuant to Section 2.14 hereto and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, novation or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iiib) All indemnification obligations of the Borrower pursuant to Borrowers arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the this amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(ivc) As The Administrative Agent, at the direction of the Effective Date Lenders hereunder (which constitute “Required Banks” under the Existing Credit Agreement), hereby waives the requirement pursuant to the Existing Credit Agreement that the Borrowers deliver prior notice of their election to terminate or reduce the “Commitments” under the Existing Credit Agreement. The execution of this Agreement by any Lender that is also a “Lender” under the Existing Credit Agreement shall constitute such Person’s consent to the amendments to the Existing Credit Agreement contained herein, including the appointment of ▇▇▇▇▇ Fargo as the Administrative Agent and an Issuing Bank.
(d) By its execution hereof, each Lender hereby (ai) consents to the any amendments and restatements of the Security Agreement and the Subsidiary Security Agreement to be executed in substantially the forms made available connection herewith to the Lenders Loan Documents delivered in connection with the Existing Credit Agreement, all as in form and substance approved by the Administrative Agent prior to the Effective Date Agent, and (bii) authorizes and directs the Administrative Agent to enter into such agreementsamendments.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Amendment and Restatement. By execution of this Agreement, each Borrower and the Guarantors acknowledging below agrees that: (ia) On the Effective Date, the Existing Credit Agreement is incorporated herein by reference, and shall continue to be amendedin full force and effect except as expressly modified hereby; (b) all Loan Documents, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement, with or relating to the Borrower or any Guarantor Company, including, without limitation, those documents listed on Schedule 11.19 are incorporated by reference into the Loan Documents and shall continue to be Loan Documents hereunder and in full force and effect, except to the extent expressly modified hereby; (c) under except to the extent expressly modified as provided above, it reaffirms and ratifies all of its agreements in the Existing Credit Agreement and Loan Documents, as defined in effect prior the Existing Credit Agreement (the “Existing Loan Documents” ); (d) each reference in the Existing Loan Documents, and any terms defined in the Existing Loan Documents by reference to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, shall be deemed to be references to this Agreement and the Borrower acknowledges and agrees that any causes of action or other rights created terms defined in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided(e) Agent is authorized in its own name or in the name of Borrower and the Guarantors, howeverin Agent’s discretion and from time to time, that it is understood and agreed that the Borrower’s monetary obligations under to make such notations on or modifications to the Existing Credit Agreement in respect Loan Documents to reflect the intentions of the loans parties as expressed herein; and letters (f) to the extent necessary or desirable to give effect to the intent of credit thereunder are evidenced by the parties under this Agreement and any Existing Loan Documents (including, without limitation, any collateral document included therein), this Agreement and the other Loan Documents shall construed as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant an amendment to the Existing Credit Agreement (including any arising from a breach and other Existing Loan Documents, it being the intent of the representations thereunder) parties that, without further action, collateral security in which Agent and/or Lenders were granted a Lien under any Existing Loan Documents shall survive continue secure the amendment and restatement relevant obligations of the Existing Credit Agreement pursuant to Company under this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreementsother Loan Documents.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Amendment and Restatement. This Agreement shall become effective, and shall amend and restate the Original Loan Agreement, as amended by the First Term Loan Amendment, the Second Term Loan Amendment and the Third Term Loan Amendment, upon the execution of this Agreement by Borrower and Lender; and from and after such effective time, (i) On all references made to the Effective Date“this Agreement” or “the Loan Agreement” in the Loan Documents or in any other instrument or document executed and/or delivered pursuant thereto shall, without anything further, be deemed to refer to this Agreement and (ii) the Original Loan Agreement, as amended by the First Term Loan Amendment, the Existing Credit Agreement Second Term Loan Amendment and the Third Term Loan Amendment, shall be amendeddeemed amended and restated, restated and superseded without novation, in its entiretyentirety hereby. The parties hereto acknowledge All the Other Agreements are hereby reaffirmed and agree shall continue in full force and effect. Borrower acknowledges that (a) this the Term Loans and other Obligations evidenced by the Original Loan Agreement, any Notes delivered pursuant to Section 2.14 as amended by the First Term Loan Amendment, the Second Term Loan Amendment and the Third Term Loan Amendment, including the Other Agreements and all the other Loan Documents instruments, documents and agreements executed and delivered in connection herewith do with the Original Loan Agreement, as amended by the First Term Loan Amendment, the Second Term Loan Amendment and the Third Term Loan Amendment, , have not constitute a novation, payment and reborrowing, or termination been satisfied but instead have become part of the “Obligations” (as defined in the Existing Credit Agreement) Term Loans and Obligations under this Agreement and under the Existing Credit Agreement other Loan Documents. Borrower further acknowledges that all of the Liens granted by Borrower under the Original Loan Agreement, as amended by the First Term Loan Amendment, the Second Term Loan Amendment and the Third Term Loan Amendment, and all instruments, documents and agreements executed in effect prior connection therewith are hereby reaffirmed and shall continue hereafter to secure the Effective Date Obligations under the Loan Documents, until all Obligations are repaid in full in cash and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereofterminated.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Amendment and Restatement. The parties hereto agree that: (ia) On the Effective Datethis Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede and replace the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that ; (ab) the Obligations (as defined in this Agreement) represent, any Notes delivered pursuant to Section 2.14 among other things, the restatement, renewal, amendment, extension and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination modification of the “Obligations” (as defined in the Existing Credit Agreement); (c) under the Notes, if any, executed pursuant to the Existing Credit Agreement shall continue to evidence the Obligations (as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided defined in this Agreement.
); (iid) Notwithstanding the modifications effected by this Agreement entering into and performance of their respective obligations under the representationsLoan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, warranties and covenants of extinguished or discharged the Borrower contained in indebtedness under the Existing Credit Agreement, the Borrower acknowledges all of which indebtedness shall continue under and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced be governed by this Agreement as provided in Article II hereof.
and the other Loan Documents, (iiie) All indemnification obligations of the Borrower liens and security interests created by or pursuant to the Existing Credit Agreement (including any arising from a breach each of the representations thereunder“Collateral Documents” as defined in the Existing Credit Agreement) shall survive are ratified and confirmed as security for the amendment Obligations, without novation, discharge or interruption, except as expressly provided otherwise herein or in any other Loan Document; and restatement of (f) all references to the Existing Credit Agreement contained in any Loan Document shall mean such agreement, as amended and restated hereby. On the Closing Date and on the date of any refinancing hereof, the “Lenders” (as defined in the Existing Credit Agreement) that are not Lenders hereunder or any Lender hereunder that will no longer be a Lender immediately after giving effect to such refinancing, as applicable (in each case, the “Non-Continuing Lenders”), the Administrative Agent, on behalf of the Lenders party hereto or party to such refinancing, and the Borrower shall enter into an assignment agreement pursuant to which the Lenders and Non-Continuing Lenders shall make such assignments and assumptions so that, after giving effect thereto and to any Loans made on the Closing Date or in connection with such refinancing, the Total Outstandings under this Agreement.
(iv) As of Agreement or under such refinancing are held by the Effective Date Lenders in accordance with their respective Applicable Percentages; and each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) execution hereof authorizes and directs the Administrative Agent to enter into execute any such agreementsassignment agreement on behalf of such Lenders and Non-Continuing Lenders.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Amendment and Restatement. (ia) On the Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that that, except as otherwise set forth herein, (ai) this Agreement, any Notes delivered pursuant to Section 2.14 Agreement and the other Loan Documents Other Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment novation or repayment and reborrowing, or termination reborrowing of the “Obligations” Advances and the other Obligations under the Existing Credit Agreement or the Other Documents (as defined in the Existing Credit Agreement) as in effect prior to the Restatement Date, (ii) the Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and the Other Documents (as defined in effect prior to the Effective Date and (bExisting Credit Agreement) such “Obligations” are in all respects continuing with only (as amended and restated hereby and which are in all respects hereinafter subject to the terms thereof being modified herein) and (iii) the Liens and security interests as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in granted under the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created Guarantor Security Agreement (as defined in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement Agreement) and the applicable Other Documents (as defined in the Existing Credit Agreement) securing payment of such Obligations (as defined in the Existing Credit Agreement) are in all respects continuing and in full force and effect and are reaffirmed hereby.
(b) The parties hereto acknowledge and agree that on and after the Restatement Date, all references to the “Credit Agreement” in any Other Document (as defined in the Existing Credit Agreement) shall survive be deemed to refer to this Agreement.
(c) Upon the execution and delivery of this Agreement; provided, howeverAgreement (x) except for any provisions thereof that expressly survive termination (which shall remain in effect), that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit certain Guarantor Security Agreement in respect dated as of the loans Closing Date by and letters of credit thereunder are evidenced by between Holdings and Agent shall be automatically and without any further action terminated, (y) DTS shall be joined to this Agreement as provided in Article II hereofa “Borrower” and “Credit Party” hereunder and under the Other Documents with all obligations of a “Borrower” and “Credit Party” hereunder and thereunder, and (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.
(iiid) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the The parties hereto acknowledge and agree that this amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any Other Document, all terms and conditions of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement Other Documents remain in substantially the forms made available to the Lenders full force and effect unless otherwise specifically amended hereby or by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreementsany Other Documents.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Sources: Revolving Credit, Security and Guaranty Agreement (ROC Energy Acquisition Corp.)
Amendment and Restatement. (i) On the Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) this Agreement continues, without novation, restates and consolidates the Original Credit Agreement, as amended hereby, and reflects the entire agreement as currently constituted between the parties hereto with respect to the arrangements, terms and conditions pursuant to and upon which the Lenders shall provide the Facilities, and that the Original Credit Agreement remains in full force and effect without novation as between the parties thereto for that period of time ending on the day prior to the effective date of this Agreement and all the parties to the Original Credit Agreement retain all rights as between themselves thereunder with respect to that period of time prior to the effective date of this Agreement and the rights and obligations of the parties hereto under this Agreement commence as of the date of this Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” . The Obligations (as defined in the Existing Original Credit Agreement) outstanding under the Existing Original Credit Agreement that remain outstanding upon the effectiveness of this Agreement shall constitute Obligations hereunder governed by the terms hereof. Without in any way limiting the terms of the Original Credit Agreement or the other Loan Documents, each of the Credit Parties (as in effect prior defined herein) acknowledges and confirms that all guarantees of the Obligations by the Credit Parties granted pursuant to the Effective Date Original Credit Agreement (the “Existing Guarantees) continue, (subject only to Section 7.03 in respect of the Aphria Limited Guarantee) to guarantee the Obligations in accordance with their respective terms and the Security granted by it or a predecessor pursuant to the Original Credit Agreement (bthe “Existing Security”) such “Obligations” are in all respects continuing with only the terms thereof being modified secures and continues to secure payment and performance of its respective Obligations (as provided defined in this Agreement.
(ii) ). Notwithstanding the modifications effected by this Agreement amendment and restatement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Original Credit Agreement shall survive by way of the execution and delivery of this Agreement or the execution and delivery of any additional Loan Documents in connection with this Agreement; provided, howevereach of the Credit Parties hereby irrevocably and unconditionally (i) acknowledges, that it is understood confirms and agreed agrees that the Borrower’s monetary obligations under the Existing Credit Agreement Guarantees (subject only to Section 7.03 in respect of the loans Aphria Limited Guarantee) and letters Existing Security and all other Loan Documents to which it is a party remains in full force and effect, and continues to constitute legal, valid, binding covenants, agreements, obligations and liabilities of credit thereunder are evidenced such Credit Party, enforceable against it by this Agreement as provided the Agent in Article II hereof.
accordance with their respective terms, and (iiiii) ratifies, confirms and agrees to perform, observe, comply with and be bound by each and every covenant, agreement, term, condition, undertaking, appointment, duty, guarantee, indemnity, debt, liability, obligation and encumbrance contained in, existing under or created by the Existing Guarantees and Existing Security and other Loan Documents to which it is a party. All indemnification obligations of the Borrower pursuant references to the Existing “Credit Agreement (including any arising from a breach of Agreement” contained in the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 Loan Documents delivered in connection with the repayment of the outstanding Loans under the Existing Original Credit Agreement on the Effective Date hereofshall be deemed to refer to this Agreement without further amendment of those Loan Documents.
Appears in 1 contract
Amendment and Restatement. It is the intention of each of the parties hereto that (ia) On the Existing Credit Agreement be amended and restated in its entirety pursuant to this Agreement so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement, (b) that all Indebtedness and Obligations of the Borrowers and the Guarantors hereunder and under the other Credit Documents shall be secured by the liens and security interests evidenced under the Credit Documents (as defined in the Existing Credit Agreement), as amended hereby and by the Second US Master Reaffirmation Agreement, the Second Canadian Master Reaffirmation Agreement, the UK Third Supplemental Debenture, the UK Third Supplemental Partnership Debenture and the UK Third Supplemental Share Charge and that such documents shall continue in full force and effect as so amended (or amended and restated) and (c) that this Agreement does not constitute a novation or termination of the obligations and liabilities existing under the Existing Credit Agreement (or serve to terminate Sections 12.06 and 13.01 of the Existing Credit Agreement or any of the Borrowers’ obligations thereunder with respect to the Agents (as defined in the Existing Credit Agreement) or the Lenders (as defined in the Existing Credit Agreement) or any other Indemnified Persons (as defined in the Existing Credit Agreement)). The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Existing Credit Agreement made under and in accordance with the terms of Section 13.12 of the Existing Credit Agreement, including with respect to the non-pro rata termination of the Revolving Loan Commitments of any Lenders (as defined in the Existing Credit Agreement) party to the Existing Credit Agreement immediately prior to the effectiveness of this Agreement that are not party hereto. In addition, unless specifically amended hereby, each of the Credit Documents shall continue in full force and effect. This Agreement restates and replaces, in its entirety, the Existing Credit Agreement; from and after the Effective Date, any reference in any of the other Credit Documents to the “ABL Credit Agreement”, the “Amended and Restated ABL Credit Agreement”, the “Credit Agreement” or the “Amended and Restated Credit Agreement” or any like term shall be deemed to refer to this Agreement. Each Lender with a Revolving Loan Commitment on the Effective Date shall be deemed to have agreed that its Revolving Loan Commitment set forth on Schedule 1.01(a) hereto replaces in its entirety such Lender’s “Revolving Loan Commitment” under the Existing Credit Agreement (if any) and each such Lender shall further be amended, restated and superseded in its entirety. The parties hereto acknowledge and deemed to agree that (a) this that the repayment in full of all outstanding “Revolving Loans” and “Swingline Loans” (each as defined in the Existing Credit Agreement) together with all interest, any Notes delivered pursuant to Section 2.14 fees and the other Loan Documents executed amounts accrued and delivered payable thereon and all fees and other amounts accrued and payable in connection herewith do not constitute a novation, payment and reborrowing, or termination respect of the all “ObligationsLetters of Credit” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as Agreement, in effect prior each case, to such date on the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding proceeds of the modifications effected by initial Borrowing of Revolving Loans under this Agreement constitutes the payment in full of the representations, warranties and covenants of the Borrower contained all Obligations (as defined in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that owed to it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect (other than unasserted contingent obligations that would survive the termination of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement Agreement), (including any arising from a breach b) to the continuance of the representations thereunderoutstanding “Letters of Credit” (as defined in the Existing Credit Agreement) shall survive as Letters of Credit under this Agreement, and (c) that such Lender waives the amendment and restatement right to any compensation due under Section 2.11 of the Existing Credit Agreement pursuant to this Agreement.
(iv) As solely as a result of the Effective Date each Lender hereby early repayment in full of all outstanding “Revolving Loans” (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement as defined in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement Agreement) on the Effective Date hereofDate.
Appears in 1 contract
Amendment and Restatement. (i) On the Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 This Agreement amends and the other Loan Documents executed and delivered restates in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in its entirety the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior . All references to the Effective Date and (b) such “ObligationsAgreement” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or Other Documents delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement or this Agreement shall, and shall survive the execution and delivery of be deemed to, refer to this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive . Notwithstanding the amendment and restatement of the Existing Credit Agreement pursuant to by this Agreement.
(iv) As , the Obligations of the Effective Date each Lender hereby (a) consents to Borrowers and the amendments and restatements other Loan Parties outstanding as of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Closing Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on and the Effective Date hereofOther Documents as defined and entered into in conjunction with the Existing Credit Agreement shall remain outstanding and shall constitute continuing Obligations without novation, but subject to any changes in the provisions governing the same under this Agreement and the Other Documents as defined in this Agreement. Such Obligations shall in all respects be continuing and this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of such Obligations.
(b) Each of Davy Roll and the UK Borrower confirms that:
(i) its liabilities and obligations arising under this Agreement shall, to the extent that those liabilities and obligations are UK Obligations, form part of (but do not limit) the Secured Obligations (as defined in the UK Security Document); and
(ii) the security created or expressed to be created in favor of the Agent (for itself and the benefit of the Lenders) by each of Davy Roll and the UK Borrower pursuant to the UK Security Document shall cover (without limitation) the obligations and liabilities 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 benefit of the Lenders) by Ampco UES pursuant to the Share Charge shall cover (without limitation) the obligations and liabilities under this Agreement.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Ampco Pittsburgh Corp)
Amendment and Restatement. (ia) On the Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (ai) this Agreement, any Notes delivered pursuant to Section 2.14 Agreement and the other Loan Documents Other Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment novation or repayment and reborrowing, or termination reborrowing of the “Obligations” Advances and the other Obligations under the Original Credit Agreement or the Other Documents (as defined in the Existing Original Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Closing Date and which remain outstanding as of the Closing Date, (bii) such “Obligations” the Obligations under the Original Credit Agreement and the Other Documents (as defined in the Original Credit Agreement) are in all respects continuing with only (as amended and restated and converted hereby and which are in all respects hereinafter subject to the terms thereof being modified herein) and (iii) the Liens and security interests as provided granted under the Credit Agreement and the applicable Other Documents (as defined in this the Original Credit Agreement) securing payment of such Obligations (as defined in the Original Credit Agreement) are in all respects continuing and in full force and effect and are reaffirmed hereby.
(iib) Notwithstanding The parties hereto acknowledge and agree that on and after the modifications effected by this Closing Date, (i) all references to the Credit Agreement of or the representations, warranties and covenants of Other Documents shall be deemed to refer to the Borrower contained in the Existing Original Credit Agreement, the Borrower acknowledges as amended and agrees that restated hereby, (ii) all references to any causes of action section (or other rights created in favor of any Lender and its successors arising out subsection) of the representations Original Credit Agreement or the Other Documents shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and warranties of (iii) except as the Borrower contained in context otherwise provides, on or delivered after the Closing Date, all references to this Agreement herein (including representations for purposes of indemnification and warranties delivered in connection with reimbursement of fees) shall be deemed to be references to the making of the loans or other extensions of credit thereunder) in connection with the Existing Original Credit Agreement shall survive the execution as amended and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereofrestated hereby.
(iiic) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the The parties hereto acknowledge and agree that this amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any Other Document, all terms and conditions of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement Other Documents remain in substantially the forms made available to the Lenders full force and effect unless otherwise specifically amended hereby or by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreementsany Other Documents.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Union Drilling Inc)
Amendment and Restatement. (i) On The parties hereto agree that on the Effective Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party hereto:
(a) the Existing Credit Agreement shall be amended, deemed to be amended and restated and superseded in its entirety. The entirety in the form of this Agreement;
(b) the Loans shall serve to extend, renew and continue, but not to extinguish or novate, the Existing Loans and the corresponding promissory notes and to amend, restate and supersede, but not to extinguish or cause to be novated the Existing Obligations under, the Existing Credit Agreement;
(c) the Borrower hereby agrees that, upon the effectiveness of this Agreement, the Existing Loans outstanding under the Existing Credit Agreement and all accrued and unpaid interest thereon shall be deemed to be outstanding under and payable by this Agreement;
(d) all Existing Obligations (including any Existing Obligations that have accrued, but are not payable, as of the Closing Date) shall, to the extent not paid on the Closing Date, be deemed to be Obligations outstanding (and in the case of any accrued Existing Obligations that have accrued, but are not payable, as of the Closing Date, such accrued Existing Obligations shall be paid on the date or dates that such Existing Obligations were due under the Existing Agreement);
(e) the Liens in favor of Administrative Agent securing payment of the Existing Obligations shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed in accordance with the Security Documents; and
(f) the parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, reborrowing or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Obligations and that all such Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” Obligations are in all respects continuing continued and outstanding as Obligations under this Agreement with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding from and after the modifications effected by this Agreement effective date of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.other Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Evolve Transition Infrastructure LP)
Amendment and Restatement. (i) On 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) the Existing Credit Agreement shall be amended, deemed to be amended and restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) entirety pursuant to this Agreement; (b) all Obligations under the Existing Credit Agreement outstanding on the Effective Date after giving effect to this Agreement shall in all respects be continuing and shall be deemed to Obligations outstanding hereunder; (c) the Guaranties made pursuant to the Existing Credit Agreement to the Lenders (including the Swing Line Lender), any Notes delivered the L/C Issuer, each Qualifying Counterparty to a Swap Contract (that is permitted to be incurred pursuant to Section 2.14 8.01(d)) with any Loan Party or any Subsidiary, each Qualifying Counterparty to a Treasury Management Agreement with any Loan Party, any Subsidiary and/or the Administrative Agent shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed; (d) the Collateral Documents, as amended on or after the Effective Date, and the other Loan Documents executed and delivered Liens created thereunder in connection herewith do not constitute a novationfavor of Bank of America, payment and reborrowing, or termination as administrative agent for the benefit of the “Obligations” holders of the Obligations (as defined in the Existing Credit Agreement) under shall remain in full force and effect with respect to the Existing Credit Agreement as Obligations and are hereby reaffirmed and in particular ▇▇▇▇▇ Europe and ▇▇▇▇▇ Overseas confirm that, with effect prior to from (and including) the Effective Date (subject in all cases to the proviso herein and Section 2.18), (bi) such the liabilities and obligations arising under this Third Amended and Restated Credit Agreement and the Loan Documents shall form part of (but do not limit) the “Secured Obligations” as defined in Dutch Share Pledge Agreement to which they are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
a party; (ii) Notwithstanding any security created under the modifications effected by this Dutch Share Pledge Agreement extends to the Obligations of the representations, warranties Foreign Obligors under the Loan Documents (including this Third Amended and covenants Restated Credit Agreement); and (iii) the security created under the Dutch Share Pledge Agreement continues in full force and effect on the terms of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Dutch Share Pledge Agreement; provided, howeverthat, that it is understood notwithstanding anything to the contrary herein (including this clause (d)), the Dutch Share Pledge Agreement or any other Loan Document, in no event shall the (I) “Secured Obligations” (as defined in the Dutch Share Pledge Agreement) include any Obligations of the Parent Borrower or any Domestic Subsidiary and agreed that the Borrower’s monetary obligations (II) security created under the Existing Credit Dutch Share Pledge Agreement in respect secure any Obligations of the loans and letters Parent Borrower or any Domestic Subsidiary; (e) all Existing Letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereofand set forth on Schedule 1.01(b) shall be deemed to be Letters of Credit outstanding on the Effective Date under this Agreement; and (f) all references in the other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. Notwithstanding anything to the contrary herein, the Lenders, the L/C Issuer and the Administrative Agent hereby release all any and all guarantees granted by any Released Guarantor under the Existing Credit Agreement, release any and all Liens granted by any Released Guarantors and release any Liens in any assets of the Parent Borrower or any of its subsidiaries that is not Collateral (including any Liens on any real property), and shall take, at the expense of the Parent Borrower, any action reasonably requested by the Parent Borrower in furtherance of the foregoing; provided, however, that, neither this clause nor any other provision of any Loan Document shall operate to release ▇▇▇▇▇ Overseas from its obligations under (x) this Agreement and the other Loan Documents as a Guarantor with respect to Obligations of the Foreign Obligors and Foreign Subsidiaries and (y) the Dutch Share Pledge Agreement to the extent provided for in clause (e) of this Section 11.21.
Appears in 1 contract
Sources: Second Amendment to Third Amended and Restated Credit Agreement (Knoll Inc)
Amendment and Restatement. (ia) On This Agreement amends and restates the Effective DateExisting Security Agreement. All rights, benefits, indebtedness, interests, liabilities and obligations of the parties to the Existing Security Agreement and the agreements, documents and instruments executed and delivered in connection with the Existing Security Agreement, including, without limitation, the Existing Credit Loan Agreement shall be (collectively, the “Existing Security Documents”) are hereby renewed, amended, restated and superseded in its entirety. The parties hereto acknowledge their entirety according to the terms and agree that (a) provisions set forth in this Agreement, any Notes delivered pursuant to Section 2.14 Agreement and the other Loan Documents executed and delivered in connection herewith do Documents. This Agreement does not constitute constitute, nor shall it result in, a novation, payment and reborrowingwaiver of, or termination release, discharge or forgiveness of, any amount payable pursuant to the Existing Security Agreement or any indebtedness, liabilities or obligations of any U.S. Obligor thereunder, all of which are renewed and continued and are hereafter payable and to be performed in accordance with this Agreement and the other Loan Documents. Neither this Agreement nor any of the “Obligations” (as defined in other Loan Documents extinguishes the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action indebtedness or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) liabilities outstanding in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; providedSecurity Documents, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in nor do they constitute a novation with respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereofthereto.
(iiib) All indemnification obligations of the Borrower security interests, pledges, assignments, and other Liens previously granted by each U.S. Obligor pursuant to the Existing Credit Agreement (including any arising from a breach of Security Documents are hereby renewed and continued, and all such security interests, pledges, assignments and other Liens shall remain in full force and effect as security for the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this AgreementSecured Obligations.
(ivc) As Without limiting the generality of the Effective Date each Lender hereby (a) consents to foregoing, nothing contained herein shall amend, modify, interrupt, extinguish or nullify any grant of a security interest by any Borrower in the amendments U.S. Collateral set forth herein, and restatements of the Security Agreement all security interests, pledges, assignments and the Subsidiary Security Agreement in substantially the forms made available to the Lenders other liens previously granted by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans Borrowers under the Existing Credit Agreement on Security Documents, including, without limitation, the Effective Date hereofExisting Loan Agreement, are hereby renewed and continued and shall remain in full force and effect as security for the Secured Obligations.
Appears in 1 contract
Amendment and Restatement. (i) On Subject to the Effective Datesatisfaction or waiver of the conditions precedent set forth in Section 4 of this Agreement on or before December 27, the Existing Credit Agreement shall be amended2001, restated each Noteholder, by its execution of this Agreement, hereby agrees and superseded in its entirety. The parties hereto acknowledge and agree that consents to
(a) this Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement in its entirety of the Existing Credit Note Agreement pursuant to by this Agreement.
Agreement and, upon the satisfaction or waiver of such conditions precedent, the Existing Note Agreement is hereby so amended and restated, (ivb) As the amendment and restatement in their entirety of the Effective Date each Lender hereby Existing Notes and (ac) consents to the amendments and restatements replacement of the Security Existing Guaranty Agreements, and, upon the satisfaction or waiver of such conditions precedent, the Existing Notes are hereby amended and restated in their entirety in the forms attached hereto as Exhibit A-1 and Exhibit A-2, as the case may be, and the Existing Guaranty Agreements are hereby terminated and of no further force or effect and replaced with the Parent Guaranty Agreement and the Subsidiary Security Agreement Guaranty Agreement. Upon the satisfaction or waiver of such conditions precedent, the Existing Notes shall be, without any further action required on the part of any other Person, deemed to be automatically amended and restated to conform to and have the terms provided in substantially the forms made available to attached hereto as Exhibit A-1 and Exhibit A-2, as the Lenders by case may be. Upon the Administrative Agent prior to request of any Noteholder, the Effective Date Issuer shall deliver a Note, as amended and (b) authorizes and directs restated in the Administrative Agent to enter into such agreements.
(v) The Administrative Agentform attached hereto as Exhibit A-1 or Exhibit A-2, Swingline Lender and as the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment case may be, against surrender of the outstanding Loans under the related Existing Credit Agreement on the Effective Date hereofNote.
Appears in 1 contract
Amendment and Restatement. (a) Effective as of the Restatement Effective Date, and subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended and restated in the form of Annex A hereto (as so amended and restated, the “Third Amended and Restated Credit Agreement”).
(b) Effective on and as of the Restatement Effective Date, and subject to the terms and conditions set forth herein, (i) On the Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that each Foreign Subsidiary listed on Schedule 16.11
(a) this Agreementto the Third Amended and Restated Credit Agreement (which for the avoidance of doubt, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination are all of the “Obligations” Foreign Guarantors (other than Borrowers and Genesee & Wyoming C.V.) organized in jurisdictions that are not Required Guarantor Jurisdictions (as defined in the Existing Third Amended and Restated Credit Agreement)) (collectively, the “Released Foreign Guarantors”) shall be automatically released and discharged from their obligations under the Existing Credit Agreement as in effect prior to Loan Documents (including the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
Guaranty), (ii) Notwithstanding the modifications effected by this Agreement of the representationsReleased Foreign Guarantors shall cease to be Loan Parties, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower Liens on the Collateral granted to the Administrative Agent under the Collateral Documents by the Released Foreign Guarantors shall be automatically released and discharged, other than with respect to the Liens granted by the Released Foreign Guarantors pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment Collateral Documents governed by applicable foreign law, which Liens will be released and restatement of the Existing Credit Agreement discharged pursuant to this Agreement.
the documentation set forth on Schedule 16.11(b) (the “Released Foreign Guarantor Collateral”), (iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior shall be, and hereby is, authorized to (x) deliver the release documents described on Schedule 16.11(b) to the Effective Date Third Amended and Restated Credit Agreement to the Loan Parties and take such actions as are contemplated thereby and (by) authorizes execute and directs deliver such additional releases, terminations and other documents (including amendments to the Administrative Agent Collateral Documents) and take such actions and make such filings (in each applicable jurisdiction) as the Loan Parties may reasonably request to enter into such agreementsgive effect to the foregoing (collectively, the “Release”).
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Sources: Senior Secured Syndicated Facility Agreement (Genesee & Wyoming Inc)
Amendment and Restatement. (i) On the Effective DateThe terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Agreement are simultaneously hereby amended and restated in their entirety by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and as so amended and restated, replaced and superseded by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement and as of the date hereof, neither Existing Borrower, Administrative Agent and Existing Lenders shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) this Agreement, subject to or bound by any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in 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 in this Agreement 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 Existing Obligations or any other obligations, liabilities and indebtedness of Existing Borrower or Existing Guarantors evidenced by or arising under the Existing Credit Agreement as in effect prior to or impair or adversely affect the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement continuation of the representations, warranties liens and covenants of the Borrower contained security interests in the Collateral heretofore granted, pledged and/or assigned by Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in Existing Guarantors pursuant to or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution Loan Documents. All Existing Obligations and delivery of this Agreement; providedall other Loans, however, that it is understood advances and agreed that the Borrower’s monetary obligations other financial accommodations under the Existing Credit Agreement in respect of Existing Borrower to Administrative Agent and Existing Lenders that are outstanding and unpaid as of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower date hereof pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby or otherwise (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and shall be consolidated under this Agreement, (b) authorizes shall be deemed and directs shall constitute Obligations of the Borrower under this Agreement which are secured by liens and security interests in the Collateral pursuant to the terms of the other Loan Documents, and (c) Administrative Agent has and shall continue to enter into such agreements.
(v) The have a security interest in, and lien upon, the Collateral of Existing Borrower and Existing Guarantors heretofore granted pursuant to the Existing Loan Documents, as well as any Collateral granted to or held by Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 liens and security interests of Administrative Agent in connection with the repayment Collateral shall be deemed to be continuously granted and perfected from the earliest date of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereofgranting and perfection of such liens and security interests in favor of Administrative Agent.
Appears in 1 contract
Sources: Abl Credit and Guarantee Agreement (ATI Intermediate Holdings, LLC)
Amendment and Restatement. Effective as of the Amendment and Restatement Effective Date:
(i) On The Existing Term Loan Agreement is hereby amended and restated in its entirety to be in the Effective Dateform of the Amended and Restated Credit Agreement attached as Annex 1 hereto (the Existing Term Loan Agreement as so amended and Restated, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) this “Restated Term Loan Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.”);
(ii) Notwithstanding All Exhibits to the modifications effected by this Existing Term Loan Agreement are hereby amended and restated to be in the form of the representations, warranties and covenants of the Borrower contained corresponding Exhibits attached in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.Annex 2 hereto;
(iii) All indemnification obligations of the Borrower pursuant Schedules to the Existing Credit Term Loan Agreement (including any arising from a breach are hereby amended and restated to be in the form of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.corresponding Schedules in Annex 3 hereto;
(iv) As The Pledge and Security Agreement (the “Existing Security Agreement”) dated as of May 10, 2010, among the Borrower, Holdings, Spansion Technology, certain subsidiaries of Borrower and Barclays Bank PLC as collateral agent is hereby amended and restated in its entirety to be in the form of the Effective Date each Lender hereby (a) consents to the amendments Amended and restatements of the Restated Pledge and Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.attached as Annex 4 hereto;
(v) The Administrative Agent, Swingline Lender All Exhibits to the Existing Security Agreement are hereby amended and restated to be in the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment form of the outstanding Loans under corresponding Exhibits in Annex 5 hereto; and
(vi) All Schedules to the Existing Credit Security Agreement on are hereby amended and restated to be in the Effective Date hereofform of the corresponding Schedules in Annex 6 hereto.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Spansion Inc.)
Amendment and Restatement. (i) On Each of the Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive upon the execution and delivery of this Agreement; providedGuaranty by each of the parties hereto, howeverthe terms and conditions of the Existing Guaranty shall be and hereby are amended, that it superseded and restated in their entirety by the terms and provisions of this Guaranty. [SIGNATURE PAGES TO FOLLOW]
ANNEX I TO GUARANTY Reference is understood hereby made to the Guaranty (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”), dated as of [DATE], made by each of the Subsidiaries of [__________] (the “Borrower”) listed on the signature pages thereto (each an “Initial Guarantor”, and agreed that together with any additional Subsidiaries which become parties to the Borrower’s monetary obligations Guaranty by executing Guaranty Supplements thereto substantially similar in form and substance hereto, the “Guarantors”), in favor of the Administrative Agent, for the ratable benefit of the Lenders, under the Existing Credit Agreement Agreement. Each capitalized term used herein and not defined herein shall have the meaning given to it in respect of the loans Guaranty. By its execution below, the undersigned, [NAME OF NEW GUARANTOR], a [________________] [corporation] [partnership] [limited liability company] (the “New Guarantor”), agrees to become, and letters of credit thereunder are evidenced does hereby become, a Guarantor under the Guaranty and agrees to be bound by this Agreement such Guaranty as provided in Article II hereof.
(iii) All indemnification obligations of if originally a party thereto. By its execution below, the Borrower pursuant undersigned represents and warrants as to the Existing Credit Agreement (including any arising from a breach itself that all of the representations thereunder) shall survive the amendment and restatement warranties contained in Section 1 of the Existing Credit Agreement pursuant to this Agreement.
(iv) As Guaranty are true and correct in all respects as of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date date hereof.
Appears in 1 contract
Sources: Guaranty (Nelnet Inc)
Amendment and Restatement. (i) On the Effective Date, the Existing Credit This Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the an amendment and restatement of the Existing ▇▇▇▇▇ Credit Agreement. All obligations under the Existing ▇▇▇▇▇ Credit Agreement pursuant and all Liens securing payment of obligations under the Existing ▇▇▇▇▇ Credit Agreement shall in all respects be continuing and this Agreement shall not be deemed to this Agreement.
(iv) As evidence or result in a novation or repayment and re-borrowing of such obligations. The rights, titles, Liens, security interests, and assignments created and granted under the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Existing ▇▇▇▇▇ Credit Agreement and the Subsidiary other Existing ▇▇▇▇▇ Security Agreement Documents in substantially favor of the forms made available Existing ▇▇▇▇▇ Agent, as applicable, are hereby transferred, assigned, conveyed, hypothecated, renewed, continued, amended, restated and supplemented to the Lenders by fullest extent legally permitted in favor of the Administrative Agent prior under this Agreement, and nothing contained herein is intended to impair or extinguish the Liens, security interests, assignments, privileges and priorities of the Liens granted pursuant to the Existing ▇▇▇▇▇ Credit Agreement and the other Existing ▇▇▇▇▇ Security Documents, as hereby amended and restated, and such Liens, security interests, assignments and privileges are and will remain in full force and effect. The parties hereto expressly recognize and confirm their intent to continue the effectiveness and priority of the Liens, security interests, assignments and privileges granted under the Existing ▇▇▇▇▇ Credit Agreement and other Existing ▇▇▇▇▇ Security Documents, as hereby renewed, extended, and modified to secure the Secured Obligations. This Agreement shall supersede the Existing ▇▇▇▇▇ Credit Agreement. From and after the Effective Date and (b) authorizes and directs Date, this Agreement shall govern the terms of the obligations under the Existing ▇▇▇▇▇ Credit Agreement. The Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive acknowledge and agree to the Pre-Closing Restructuring, notwithstanding anything to the contrary in, or any notice otherwise required by Section 2.8 in connection with the repayment obligations of the outstanding Loans under Loan Parties related thereto arising under, the Existing ▇▇▇▇▇ Credit Agreement on the Effective Date hereofAgreement.
Appears in 1 contract
Amendment and Restatement. (a) Effective as of the Restatement Effective Date, (i) On the Effective Date, the Existing Credit Agreement shall be amended, is hereby amended and restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and form of Exhibit A hereto (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, as so amended and restated, being referred to as the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered “Restated Credit Agreement”), (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunderii) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant Annex I to the Existing Credit Agreement is hereby amended and restated in the form of Annex I attached to the Restated Credit Agreement, (including any arising from a breach of the representations thereunderiii) shall survive the amendment and restatement of Exhibit A to the Existing Credit Agreement pursuant is hereby amended and restated in the form of Exhibit A attached to this the Restated Credit Agreement.
, (iv) As of the Effective Date each Lender hereby (a) consents Exhibit B to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on is hereby amended and restated in the Effective Date hereofform of Exhibit B attached to the Restated Credit Agreement, (v) Exhibit C to the Existing Credit Agreement is hereby amended and restated in the form of Exhibit C attached to the Restated Credit Agreement,
(vi) Exhibit D to the Existing Credit Agreement is hereby deleted in its entirety, (vii) Exhibit E to the Existing Credit Agreement is hereby amended and restated in the form of Exhibit E attached to the Restated Credit Agreement and (viii) Exhibit H to the Existing Credit Agreement is hereby deleted in its entirety.
(b) Except as expressly set forth above and therein, all Schedules and Exhibits to the Existing Credit Agreement will continue in their present forms as Schedules and Exhibits to the Restated Credit Agreement.
Appears in 1 contract
Amendment and Restatement. (i) On Purchaser, Sellers and Lender agree that, simultaneously with the Effective Dateexecution of this Agreement, the Existing Credit Agreement Seller Loan Agreements shall be amended, restated and superseded consolidated, as substantially set forth in its entiretythe Second Amended and Restated Loan and Security Agreement attached as Exhibit H hereto (the “Purchaser Loan Agreement”). The parties hereto Purchaser and Sellers hereby acknowledge and agree that (ai) this Lender shall have no further obligation to make any loan, advance or other credit accommodation to any Seller, (ii) Lender’s sole obligation to make loans and other credit accommodations to Purchaser is set forth in the Purchaser Loan Agreement, any Notes delivered pursuant to Section 2.14 and (iii) the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination outstanding principal balance of the “Obligations” (Obligations under and as defined in the Existing Credit Agreement) FC Partners Loan Agreement is $____________ as of the date hereof, and the accrued interest and fees under the Existing Credit FC Partners Loan Agreement is $______________ as of the date hereof; (iv) the outstanding principal balance of the Obligations under and as defined in effect prior to the Effective Date FC Offshore Loan Agreement is $____________ as of the date hereof, and the accrued interest and fees under the FC Offshore Loan Agreement is $______________ as of the date hereof; and (bv) from and after the date hereof, (A) such “Obligations” are amounts specified in all respects continuing with only the terms thereof being modified clauses (iii) and (iv) shall constitute Obligations under and as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained defined in the Existing Credit Purchaser Loan Agreement, the Borrower acknowledges and agrees that (B) such Obligations are owing by Purchaser to Lender subject to no right of offset, claim or counterclaim, regardless of any causes breach of action any representation, warranty, covenant or other rights created agreement of any Seller in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; providedPurchaser, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (bC) authorizes and directs the Administrative Agent Lender shall have no obligation to enter into pursue any Seller for any such agreementsObligations.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Full Circle Capital Corp)
Amendment and Restatement. (ia) On As of the Effective Datedate hereof, the Existing Credit terms, conditions, agreements, covenants, representations and warranties set forth in the Original Guarantee and Collateral Agreement are hereby amended and restated in their entirety by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement, except that nothing herein or in the other Transaction Documents shall impair or adversely affect the continuation of the liability of the Grantors for the Obligations heretofore incurred and the security interests, liens and other interests in the Collateral heretofore granted, pledged and/or assigned by the Grantors to the Collateral Agent and the Administrative Agent under the Original Guarantee and Collateral Agreement, for itself and for the benefit of the Secured Parties.
(b) The amendment and restatement contained herein shall not, in any manner, be amendedconstrued to constitute payment of, restated or impair, limit, cancel or extinguish, or constitute a novation in respect of any of the obligations, liabilities and superseded indebtedness of the Company evidenced by or arising under the Original Guarantee and Collateral Agreement or the Transaction Documents, and the liens and security interests securing such other obligations, liabilities and indebtedness, which shall not in its entirety. any manner be impaired, limited, terminated, waived or released.
(c) The parties hereto acknowledge Grantors hereby acknowledge, confirm and agree that (a) this Agreementthe Collateral Agent, any Notes delivered pursuant to Section 2.14 for itself and for the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, or termination benefit of the “Obligations” Secured Parties, has and shall continue to have a security interest in and lien upon the Collateral heretofore granted to the Collateral Agent (as defined in the Existing Credit Agreementor Administrative Agent) under the Existing Credit Agreement as in effect prior to the Effective Date Original Guarantee and Collateral Agent, and (b) the liens and security interests of the Collateral Agent in the Collateral shall be deemed to be continuously granted and perfected from the earliest date of the granting and perfection of such “Obligations” are in all respects continuing with only liens and security interest under the terms thereof being modified as provided in this Original Guarantee and Collateral Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Hanover Compressor Co /)
Amendment and Restatement. (i) On the Effective Date, the Existing Credit This Agreement shall be amended, restated amends and superseded restates in its entirety. The parties hereto acknowledge entirety the 2014 Credit Agreement; and agree the Loan Parties confirm that (a) this the 2014 Credit Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered the Collateral for the Obligations thereunder (as all such capitalized terms are defined in connection herewith do not constitute a novationthe 2014 Credit Agreement) have at all times, payment and reborrowing, or termination since the date of the “Obligations” execution and delivery of such documents, remained in full force and effect and continued to secure such obligations which are continued as the Obligations hereunder as amended hereby; and all such Collateral (as defined in the Existing 2014 Credit Agreement) under shall continue to secure the Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” Obligations hereunder. The Loans hereunder are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement a continuation of the representations, warranties Loans under (and covenants of as such terms are defined in) the Borrower contained in the Existing 2014 Credit Agreement. The Loan Parties, the Borrower acknowledges Administrative Agent and agrees the Lenders acknowledge and agree that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing 2014 Credit Agreement pursuant by this Agreement is not intended to this Agreement.
(iv) As constitute, nor does it constitute, a novation, interruption, suspension of continuity, satisfaction, discharge or termination of the Effective Date each Lender hereby (a) consents to obligations, loans, liabilities, or indebtedness under the amendments and restatements of the Security 2014 Credit Agreement and the Subsidiary Security other Loan Documents (as such term is defined therein) thereunder or the collateral security therefor and this Agreement in substantially and the forms made available other Loan Documents are entitled to all rights and benefits originally pertaining to the Lenders by 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 prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender 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 waive released as, a Guarantor under this Agreement and any notice otherwise required by Section 2.8 in connection with 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 repayment Borrower under this Agreement and any other Loan Documents (but shall be bound as a Guarantor). (PRICING EXPRESSED IN BASIS POINTS) 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 outstanding Loans under Applicable Margin, Commitment Fee, and the Existing Applicable Letter of Credit Agreement on the Effective Date hereof.Fee Rate:
Appears in 1 contract
Amendment and Restatement. (i) On the Effective Date, the Existing Credit Agreement shall be amended, restated and superseded in its entirety. The parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 This Agreement amends and the other Loan Documents executed and delivered restates in connection herewith do not constitute a novation, payment and reborrowing, or termination of the “Obligations” (as defined in its entirety the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior . All references to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this "Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower " contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or Other Documents delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement or this Agreement shall, and shall survive the execution and delivery of be deemed to, refer to this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive . Notwithstanding the amendment and restatement of the Existing Credit Agreement pursuant to by this Agreement.
(iv) As , the Obligations of the Effective Date each Lender hereby (a) consents to Borrowers and the amendments and restatements other Loan Parties outstanding as of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Closing Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on and the Effective Date hereofOther Documents as defined and entered into in conjunction with the Existing Credit Agreement shall remain outstanding and shall constitute continuing Obligations without novation, but subject to any changes in the provisions governing the same under this Agreement and the Other Documents as defined in this Agreement. Such Obligations shall in all respects be continuing and this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of such Obligations.
(b) Each of ▇▇▇▇ ▇▇▇▇ and the UK Borrower confirms that:
(i) its liabilities and obligations arising under this Agreement shall, to the extent that those liabilities and obligations are UK Obligations, form part of (but do not limit) the Secured Obligations (as defined in the UK Security Document); and
(ii) the security created or expressed to be created in favor of the Agent (for itself and the benefit of the Lenders) by each of ▇▇▇▇ ▇▇▇▇ and the UK Borrower pursuant to the UK Security Document shall cover (without limitation) the obligations and liabilities 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 benefit of the Lenders) by Ampco UES pursuant to the Share Charge shall cover (without limitation) the obligations and liabilities under this Agreement.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Security Agreement (Ampco Pittsburgh Corp)
Amendment and Restatement. (i) On 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) the Existing Credit Agreement shall be amended, deemed to be amended and restated and superseded in its entirety. The entirety in the form of this Agreement;
(b) the Loans shall serve to extend, renew and continue, but not to extinguish or novate, the Existing Loans and the corresponding promissory notes and to amend, restate and supersede, but not to extinguish or cause to be novated the Existing Obligations under, the Existing Credit Agreement;
(c) the Borrower hereby agrees that, upon the effectiveness of this Agreement, the Existing Loans outstanding under the Existing Credit Agreement and all accrued and unpaid interest thereon shall be deemed to be outstanding under and payable by this Agreement;
(d) all Existing Obligations (including any Existing Obligations that have accrued, but are not payable, as of the Effective Date) shall, to the extent not paid on the Effective Date, be deemed to be Obligations outstanding (and in the case of any accrued Existing Obligations that have accrued, but are not payable, as of the Effective Date, such accrued Existing Obligations shall be paid on the date or dates that such Existing Obligations were due under the Existing Agreement);
(e) the Liens in favor of Administrative Agent securing payment of the Existing Obligations shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed in accordance with the Security Documents;
(f) the parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, reborrowing or termination of the “Obligations” (as defined in the Existing Credit Agreement) under the Obligations and that all such Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” Obligations are in all respects continuing with only the terms thereof being modified continued and outstanding as provided in Obligations under this Agreement.; and
(iig) Notwithstanding in connection herewith, the modifications effected by Existing Lenders have sold, assigned, transferred and conveyed, and Lenders party to this Agreement have purchased and accepted, and hereby purchase and accept, so much of the representations, warranties and covenants Existing Loans such that each Lender’s percentage of the Borrower contained in loans and obligations outstanding pursuant to the Existing Credit Agreement, the Borrower acknowledges as restructured, rearranged, renewed, extended and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Credit Agreement shall survive the execution and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement continued pursuant to this Agreement.
, shall be equal to such Lender’s Applicable Percentage upon the effectiveness of this Agreement (iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection with acknowledge and agree that the repayment assignment, transfer and conveyance of the outstanding Existing Loans under the is without any recourse or warranties whatsoever by any Existing Credit Agreement on the Effective Date hereofLender.
Appears in 1 contract
Amendment and Restatement. (i) On This Agreement amends and restates in its entirety the Effective DateExisting Credit Agreement, and from and after the date hereof, the terms and provisions of the Existing Credit Agreement shall be amended, restated superseded by the terms and superseded in its entirety. The parties hereto acknowledge and agree that (a) provisions of this Agreement, any Notes delivered pursuant to Section 2.14 and the other Loan Documents executed and delivered in connection herewith do this Agreement is not constitute a novation, payment and reborrowing, new or termination substitute credit agreement or novation of the Existing Credit Agreement. The Borrower and each Guarantor hereby agrees that all Liens securing the “Secured Obligations” (as defined in the Existing Credit Agreement) shall continue in full force and effect to secure the Secured Obligations. Concurrently with the occurrence of the Closing Date, (a) the parties hereto acknowledge and agree that the Liens created by the mortgages and deeds of trust securing the Existing Credit Agreement and the Security Instruments (as defined in the Existing Credit Agreement) shall be carried forward to secure the Secured Obligations and evidenced by the Security Instruments and have not been released or impaired in any way, (b) the Administrative Agent, in its capacity as administrative agent under the Existing Credit Agreement and as in effect prior holder, mortgagee or beneficiary of the collateral under or pursuant to the Effective Date and Loan Documents (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement.
(ii) Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained defined in the Existing Credit Agreement) hereby assigns, transfers and conveys to the Borrower acknowledges and agrees that any causes of action Administrative Agent, without recourse or other rights created in favor of any Lender and its successors arising out of the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) warranty, all Liens granted to it in connection with the Existing Credit Agreement Agreement, (c) the Security Instruments, which are being amended and restated on the Closing Date and all other ancillary documents executed in connection with such Security Instruments shall survive the execution supersede and delivery of this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under replace in their entirety each such Security Instrument (as defined in the Existing Credit Agreement Agreement) as in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant effect immediately prior to the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive the such amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and (b) authorizes and directs the Administrative Agent to enter into such agreements.
(v) The Administrative Agent, Swingline Lender and the Lenders hereby waive any notice otherwise required by Section 2.8 all ancillary documents executed in connection with the repayment of the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof.therewith and all such
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Swift Energy Co)
Amendment and Restatement. (i) On the Restatement Effective Date, the Existing Original Credit Agreement shall be amended, amended and restated and superseded in its entiretyentirety and governed by the terms of this Agreement, all as more particularly described herein; provided that the provisions of the Original Credit Agreement which are expressly stated to survive the termination of the Original Credit Agreement, shall survive and remain in full force and effect. Lenders are not subject to or bound by the terms or provisions of the Original Credit Agreement. The parties hereto acknowledge and agree that (a) this Agreement, any Notes delivered pursuant to Section 2.14 Agreement and the other Loan Documents executed and delivered in connection herewith do not constitute a novation, payment and reborrowing, reborrowing or termination of the “Obligations” (as defined in obligations under the Existing Original Credit Agreement) under , except as contemplated by the Existing Credit Restatement Agreement as in effect prior to the Effective Date and (b) Section 2.01 hereof, and that all such “Obligations” obligations are in all respects continuing with only continued and outstanding as obligations under this Agreement or provided in the terms thereof being Restatement Agreement except to the extent such obligations are modified from and after the Restatement Effective Date, as provided in this Agreement.
(ii) Notwithstanding Agreement and the modifications effected by this Agreement of other Loan Documents. From and after the representations, warranties and covenants of the Borrower contained in the Existing Credit AgreementRestatement Effective Date, the Borrower acknowledges Obligations under, and agrees that any causes of action or other rights created in favor of any Lender and its successors arising out of as defined in, the representations and warranties of the Borrower contained in or delivered (including representations and warranties delivered in connection with the making of the loans or other extensions of credit thereunder) in connection with the Existing Original Credit Agreement shall survive continue as Obligations under this Agreement and the execution Loan Documents until otherwise paid in accordance with the terms hereof. Without limiting the generality of the foregoing, the Security Documents and delivery the grant of Liens on all of the Collateral (as each such term is defined in the Original Credit Agreement), do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case, as amended by this Agreement; provided, however, that it is understood and agreed that the Borrower’s monetary obligations under the Existing Credit Agreement in respect of the loans and letters of credit thereunder are evidenced by this Agreement as provided in Article II hereof.
(iii) All indemnification obligations of the Borrower pursuant to the Existing Credit . This Subordination Agreement (including any arising from a breach this “Agreement”) dated as of the representations thereunder) shall survive the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement.
(iv) As of the Effective Date each Lender hereby [__] among (a) consents to the amendments and restatements of the Security Agreement and the Subsidiary Security Agreement [ ], as agent for Lenders (as defined below) (in substantially the forms made available to the Lenders by the Administrative Agent prior to the Effective Date and such capacity, “Agent”), (b) authorizes [ ] (the “Subordinated Lender”) May be replaced by the Subordinated Agent on behalf of holders of all Subordinated Indebtedness., (c) IEA Energy Services LLC (the “Company”), (d) Infrastructure and directs Energy Alternatives, Inc. (“Holdings), (e) IEA Intermediate Holdco, LLC (“Intermediate Holdings”) and (d) the Administrative Agent to enter into such agreements.
Guarantors named on the signature pages of this Agreement (v) The Administrative Agenttogether with Holdings and Intermediate Holdings, Swingline Lender the “Guarantors” and the Lenders hereby waive any notice otherwise required by Section 2.8 in connection together with the repayment of Company, the outstanding Loans under the Existing Credit Agreement on the Effective Date hereof“Loan Parties”).
Appears in 1 contract
Sources: Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.)