Assignments and Reallocations. The Lenders have agreed among themselves, in consultation with the Borrower, to reallocate their respective Commitments and to, among other things, add National Bank of Active.▇▇▇▇▇▇▇▇.6 Canada, Commonwealth Bank of Australia and BP Energy Company as “Lenders” under the Credit Agreement (each a “New Lender”) and Regions Bank has decided to exit as a Lender (the “Exiting Lender”). The Administrative Agent and the Borrower hereby consent to such reallocation and the Lenders’ and Exiting Lender’s assignments of their Commitments, including assignments to the New Lenders. On the Ninth Amendment Effective Date and after giving effect to such reallocations, the Commitment of each Lender shall be as set forth on Schedule 1 of this Ninth Amendment which Schedule 1 supersedes and replaces the Schedule 1 to the Original Credit Agreement. With respect to such reallocation, each Lender shall be deemed to have acquired the Commitment allocated to it from each of the other Lenders and the Exiting Lender pursuant to the terms of the Assignment and Assumption Agreement attached as Exhibit F to the Original Credit Agreement as if each such Lender and Exiting Lender had executed an Assignment and Assumption Agreement with respect to such allocation. In connection with this Assignment and for purposes of this Assignment only, the Lenders, the New Lenders, the Exiting Lender, the Administrative Agent and the Borrower waive the processing and recordation fee under Section 10.5(b)(iv).
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Linn Energy, LLC)
Assignments and Reallocations. The From and after the date the Administrative Agent receives the Water Business Asset Sale Notice, the Lenders have agreed among themselves, in consultation with the Borrower, to reduce the Aggregate Maximum Credit Amounts to $275,000,000 and to reallocate their respective Commitments Commitments, Maximum Credit Amounts and to, among other things, add National Bank of Active.▇▇▇▇▇▇▇▇.6 Canada, Commonwealth Bank of Australia and BP Energy Company as “Lenders” under the Revolving Credit Agreement (each a “New Lender”) and Regions Bank has decided to exit as a Lender (the “Exiting Lender”)Exposures. The Administrative Agent and the Borrower hereby consent to such reallocation and the Lenders’ and Exiting Lender’s assignments of their Commitments, including assignments to the New Lendersreallocation. On the Ninth Amendment Effective Date and after giving effect to such reallocations, the Commitment Applicable Percentage and Maximum Credit Amount of each Lender shall be as set forth on Schedule 1 Annex I of this Ninth Amendment Amendment, which Schedule 1 Annex I supersedes and replaces the Schedule 1 Annex I to the Original Credit Agreement. With respect Each Lender hereby consents and agrees to such reallocation, each Lender the Applicable Percentages and Maximum Credit Amounts set forth in Annex I. Such reallocation shall be deemed to have acquired the Commitment allocated to it from each of the other Lenders and the Exiting Lender been made pursuant to the terms of the Assignment and Assumption Agreement attached as Exhibit F to the Original Credit Agreement as if each such Lender and Exiting Lender all of the Lenders had executed an Assignment and Assumption Agreement with respect to such allocationallocation (with the Effective Date (as defined therein) being the Amendment Effective Date). In connection with the assignments in this Assignment Amendment and for purposes of this Assignment such assignments only, the Lenders, the New Lenders, the Exiting Lender, the Administrative Agent and the Borrower waive (a) any breakage costs under Section 5.02 and (b) the processing and recordation fee under Section 10.5(b)(iv12.04(b)(ii)(C).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Halcon Resources Corp)
Assignments and Reallocations. The Lenders have agreed among themselves, in consultation with the Borrower, to reallocate their respective Maximum Credit Amounts and Elected Commitments and to, among other things, add National Bank of Active.America, N.A., BMO ▇▇▇▇▇▇ Bank N.A., Citibank, N.A., ▇▇▇▇▇▇▇▇.6 Canada▇ Sachs Bank USA, Commonwealth PNC Bank, National Association, and The Bank of Australia and BP Energy Company Nova Scotia as “Lenders” under the Credit Agreement (each a “New Lender”) ” and Regions Bank has decided to exit as a Lender (collectively, the “Exiting LenderNew Lenders”). The Administrative Agent and the Borrower hereby consent to such reallocation and the Lenders’ and Exiting Lender’s assignments of their Maximum Credit Amounts and Elected Commitments, including assignments to the New Lenders. On the Ninth Amendment Effective Date and after giving effect to such reallocations, the Maximum Credit Amount Tranche and Elected Commitment of each Lender shall be as set forth on Schedule 1 Annex I of this Ninth Amendment which Schedule 1 Annex I supersedes and replaces the Schedule 1 Annex I to the Original Credit Agreement. With respect to such reallocation, each Lender shall be deemed to have acquired the Maximum Credit Amount and Elected Commitment allocated to it from each of the other Lenders and the Exiting Lender pursuant to the terms of the Assignment and Assumption Agreement attached as Exhibit F G to the Original Credit Agreement as if each such Lender and Exiting Lender had executed an Assignment and Assumption Agreement with respect to such allocation. In connection with the assignments in this Assignment Amendment and for purposes of this Assignment such assignments only, the Lenders, the New Lenders, the Exiting Lender, the Administrative Agent and the Borrower waive the processing and recordation fee under Section 10.5(b)(iv12.04(b)(ii)(C).
Appears in 1 contract
Assignments and Reallocations. The For an agreed consideration, the existing Lenders (the “Existing Lenders”) have agreed among themselvesthemselves to assign portions of their Commitments, in consultation with Maximum Credit Amounts, Applicable Percentages and Revolving Credit Exposures and to allow Compass Bank and DNB Capital LLC (collectively, the Borrower, to reallocate their respective Commitments and to, among other things, add National Bank of Active.▇▇▇▇▇▇▇▇.6 Canada, Commonwealth Bank of Australia and BP Energy Company as “Lenders” under the Credit Agreement (each a “New LenderLenders”) to acquire their interests in the Commitments, Maximum Credit Amounts, Applicable Percentages and Regions Bank has decided to exit as a Lender (Revolving Credit Exposures. Each of the “Exiting Lender”). The Administrative Agent and the Borrower hereby consent consents to (a) such reallocation and the Lenders’ and Exiting Lender’s assignments of their the Commitments, including assignments to Maximum Credit Amounts, Applicable Percentages and Revolving Credit Exposures and (b) the New Lenders’ acquisition of interests in the Commitments, Maximum Credit Amounts, Applicable Percentages and Revolving Credit Exposures. The assignments by the Existing Lenders necessary to effect the reallocation of the Commitments, Maximum Credit Amounts, Applicable Percentages and Revolving Credit Exposures and the assumptions by the New Lenders necessary for them to acquire such interests are hereby consummated pursuant to the terms and provisions of this First Amendment and Section 12.04(b), and the Borrower, the Administrative Agent and each Lender, including the New Lenders, hereby consummates such assignment and assumption pursuant to the terms, provisions and representations of the Assignment and Assumption attached as Exhibit G to the Credit Agreement as if each of them had executed and delivered an Assignment and Assumption (with the Effective Date (as defined therein) being the First Amendment Effective Date); provided that (i) the Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 12.04(b)(ii)(C) with respect to such assignments and assumptions, and (ii) if any New Lender is a Non-US Lender it shall have delivered to the Borrower (with a copy to the Administrative Agent) the documentation required pursuant to Section 5.03(g). On the Ninth First Amendment Effective Date and after giving effect to such reallocationsassignments and assumptions, the Commitment Applicable Percentage and Maximum Credit Amount of each Lender shall be as set forth on Schedule 1 of this Ninth Amendment which Schedule 1 supersedes and replaces the Schedule 1 to the Original Credit Agreementin Annex I hereto. With respect to such reallocationEach Lender, each Lender shall be deemed to have acquired the Commitment allocated to it from each of the other Lenders and the Exiting Lender pursuant to the terms of the Assignment and Assumption Agreement attached as Exhibit F to the Original Credit Agreement as if each such Lender and Exiting Lender had executed an Assignment and Assumption Agreement with respect to such allocation. In connection with this Assignment and for purposes of this Assignment only, the Lenders, including the New Lenders, hereby consents and agrees to the Exiting Lender, the Administrative Agent Applicable Percentages and the Borrower waive the processing and recordation fee under Section 10.5(b)(iv)Maximum Credit Amounts as set forth in Annex I hereto.
Appears in 1 contract
Sources: Revolving Credit Agreement (Diversified Energy Co PLC)
Assignments and Reallocations. The Lenders have agreed among themselves, in consultation with the Borrower, to reallocate their respective Commitments and to, among other things, add National Bank of Active.▇▇▇▇▇▇▇▇.6 CanadaCredit Suisse Loan Funding, Commonwealth Bank of Australia and BP Energy Company LLC as a “LendersLender” under the Credit Agreement (each a the “New Lender”) and Regions each of Credit Agricole Corporate and Investment Bank, Deutsche Bank Trust Company Americas, KeyBank National Association, Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia and The Royal Bank of Scotland plc has decided to exit as a Lender (each, an “Exiting Lender” and, collectively, the “Exiting LenderLenders”). The Administrative Agent and the Borrower hereby consent to such reallocation and the Lenders’ and Exiting Lender’s Lenders’ assignments of their Commitments, including assignments to the New LendersLender. On the Ninth Tenth Amendment Effective Date and after giving effect to such reallocations, the Commitment of each Lender shall be as set forth on Schedule 1 of this Ninth Tenth Amendment which Schedule 1 Annex I supersedes and replaces the Schedule 1 Annex I to the Original Credit Agreement. With respect to such reallocation, each Lender shall be deemed to have acquired the Commitment allocated to it from each of the other Lenders and the Exiting Lender Lenders pursuant to the terms of the Assignment and Assumption Agreement attached as Exhibit F to the Original Credit Agreement as if each such Lender and Exiting Lender had executed an Assignment and Assumption Agreement with respect to such allocation. In connection with this Assignment and for purposes of this Assignment only, the Lenders, the New LendersLender, the Exiting LenderLenders, the Administrative Agent and the Borrower waive the processing and recordation fee under Section 10.5(b)(iv12.04(b)(ii)(C). After giving effect to this Section 4 and any Borrowings made on the Tenth Amendment Effective Date, (a) each Lender who holds Loans in an aggregate amount less than its Applicable Percentage (after giving effect to this Section 4) of all Loans shall advance new Loans which shall be disbursed to the Administrative Agent and used to repay Loans outstanding to each Lender who holds Loans in an aggregate amount greater than its Applicable Percentage of all Loans, (b) each Lender’s participation in each Letter of Credit, if any, shall be automatically adjusted to equal its Applicable Percentage (after giving effect to this Section 4), (c) such other adjustments shall be made as the Administrative Agent shall specify so that the Revolving Credit Exposure applicable to each Lender equals its Applicable Percentage (after giving effect to this Section 4) of the aggregate Revolving Credit Exposure of all Lenders and (d) the Borrower shall not be required to make any break-funding payments required under Section 5.02 of the Credit Agreement resulting from the Loans and adjustments described in this Section 4. Each Lender that executes and delivers a signature page hereto that identifies it as a Exiting Lender shall constitute a Exiting Lender as of the Tenth Amendment Effective Date. No Exiting Lender shall have a Commitment on and after the Tenth Amendment Effective Date. Each Exiting Lender shall cease to be a party to the Credit Agreement as of the date hereof, and no Exiting Lender shall have any rights, duties or obligations thereunder. All amounts owing to an Exiting Lender under the Loan Documents that are not otherwise paid through the reallocation procedure set forth herein shall be paid by the Borrower to such Exiting Lender as of the Tenth Amendment Effective Date.
Appears in 1 contract
Sources: Senior Revolving Credit Agreement (Halcon Resources Corp)
Assignments and Reallocations. The Lenders have agreed among themselves, in consultation with the Borrower, to reallocate their respective Commitments Maximum Credit Amounts and to, among other things, add National Elected Commitment Amounts and to admit SunTrust Bank of Active.▇▇▇▇▇▇▇▇.6 Canada, Commonwealth Bank of Australia and BP Energy Company as “Lenders” under the Credit Agreement (each a “New Lender”) and Regions Bank has decided to exit as a Lender (the “Exiting New Lender”). The Administrative Agent and the Borrower hereby consent to such reallocation and the Lenders’ and Exiting Lender’s assignments of their Commitments, including assignments the Maximum Credit Amounts and Elected Commitment Amounts and the assignment to the New LendersLender of their Maximum Credit Amounts and Elected Commitments. On the Ninth Twelfth Amendment Effective Date and after giving effect to such reallocationsreallocations and assignments, the Maximum Credit Amount and Elected Commitment Amount of each Lender shall be as set forth on Schedule 1 Annex I of this Ninth Twelfth Amendment which Schedule 1 Annex I supersedes and replaces the Schedule 1 Annex I to the Original Credit Agreement. With respect to such reallocationreallocation and assignments, each Lender shall be deemed to have acquired the Maximum Credit Amount and Elected Commitment Amount allocated to it from each of the other Lenders and the Exiting Lender pursuant to the terms of the Assignment and Assumption Agreement attached as Exhibit F G to the Original Credit Agreement as if each such Lender and Exiting Lender (including the New Lender) had executed an Assignment and Assumption Agreement with respect to such allocation. In connection with the assignments in this Assignment Twelfth Amendment and for purposes of this Assignment such assignments only, the Lenders, the New Lenders, the Exiting Lender, the Administrative Agent and the Borrower waive the processing and recordation fee under Section 10.5(b)(iv12.04(b)(ii)(C).
Appears in 1 contract
Assignments and Reallocations. The Lenders have agreed among themselves, in consultation with the Borrower, to reallocate their respective Commitments Maximum Credit Amounts and to, among other things, add National Bank of Active.▇▇▇▇▇▇▇▇.6 Canada, Commonwealth Bank of Australia and BP Energy Company as “Lenders” under the Credit Agreement (each a “New Lender”) and Regions Bank has decided to exit as a Lender (the “Exiting Lender”)Elected Commitment Amounts. The Administrative Agent and the Borrower hereby consent to such reallocation and the Lenders’ and Exiting Lender’s assignments of their Commitments, including assignments to the New LendersMaximum Credit Amounts and Elected Commitment Amounts. On the Ninth Amendment Effective Date and after giving effect to such reallocations, the Maximum Credit Amount and Elected Commitment Amount of each Lender shall be as set forth on Schedule 1 Annex I of this Ninth Amendment which Schedule 1 Annex I supersedes and replaces the Schedule 1 Annex I to the Original Credit Agreement. With respect to such reallocation, each Lender shall be deemed to have acquired the Maximum Credit Amount and Elected Commitment Amount allocated to it from each of the other Lenders and the Exiting Lender pursuant to the terms of the Assignment and Assumption Agreement attached as Exhibit F G to the Original Credit Agreement as if each such Lender and Exiting Lender had executed an Assignment and Assumption Agreement with respect to such allocation. In connection with the assignments in this Assignment Ninth Amendment and for purposes of this Assignment such assignments only, the - 12 - Lenders, the New Lenders, the Exiting Lender, the Administrative Agent and the Borrower waive the processing and recordation fee under Section 10.5(b)(iv12.04(b)(ii)(C).
Appears in 1 contract
Assignments and Reallocations. The For an agreed consideration, the existing Lenders (the “Existing Lenders”) have agreed among themselvesthemselves to assign portions of their Commitments, in consultation with the BorrowerMaximum Credit Amounts, Applicable Percentages and Revolving Credit Exposures and to reallocate their respective Commitments and toallow Credit Suisse AG, among other thingsCayman Islands Branch, add National Bank of Active.G▇▇▇▇▇▇ S▇▇▇.6 Canada▇ Bank USA, Commonwealth Bank of Australia and BP Energy Company as “Lenders” under M▇▇▇▇▇ S▇▇▇▇▇▇ Bank, N.A. (collectively, the Credit Agreement (each a “New LenderLenders”) to acquire their interests in the Commitments, Maximum Credit Amounts, Applicable Percentages and Regions Bank has decided to exit as a Lender (Revolving Credit Exposures. Each of the “Exiting Lender”). The Administrative Agent and the Borrower hereby consent consents to (a) such reallocation and the Lenders’ and Exiting Lender’s assignments of their the Commitments, including assignments to Maximum Credit Amounts, Applicable Percentages and Revolving Credit Exposures and (b) the New Lenders' acquisition of interests in the Commitments, Maximum Credit Amounts, Applicable Percentages and Revolving Credit Exposures. The assignments by the Existing Lenders necessary to effect the reallocation of the Commitments, Maximum Credit Amounts, Applicable Percentages and Revolving Credit Exposures and the assumptions by the New Lenders necessary for them to acquire such interests are hereby consummated pursuant to the terms and provisions of this Fifth Amendment and Section 12.04(b), and the Borrower, the Administrative Agent and each Lender, including the New Lenders, hereby consummates such assignment and assumption pursuant to the terms, provisions and representations of the Assignment and Assumption attached as Exhibit G to the Credit Agreement as if each of them had executed and delivered an Assignment and Assumption (with the Effective Date (as defined therein) being the Fifth Amendment Effective Date); provided that (i) the Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 12.04(6 )(ii)(C) with respect to such assignments and assumptions, and (ii) if any New Lender is a Non-US Lender it shall have delivered to the Borrower (with a copy to the Administrative Agent) the documentation required pursuant to Section 5.03(g). On the Ninth Fifth Amendment Effective Date and after giving effect to such reallocationsassignments and assumptions, the Commitment Applicable Percentage and Maximum Credit Amount of each Lender shall be as set forth on Schedule 1 of this Ninth Amendment which Schedule 1 supersedes and replaces the Schedule 1 to the Original Credit Agreementin Annex I hereto. With respect to such reallocationEach Lender, each Lender shall be deemed to have acquired the Commitment allocated to it from each of the other Lenders and the Exiting Lender pursuant to the terms of the Assignment and Assumption Agreement attached as Exhibit F to the Original Credit Agreement as if each such Lender and Exiting Lender had executed an Assignment and Assumption Agreement with respect to such allocation. In connection with this Assignment and for purposes of this Assignment only, the Lenders, including the New Lenders, hereby consents and agrees to the Exiting Lender, the Administrative Agent Applicable Percentages and the Borrower waive the processing and recordation fee under Section 10.5(b)(iv)Maximum Credit Amounts as set forth in Annex I hereto.
Appears in 1 contract
Sources: Revolving Credit Agreement (Diversified Energy Co PLC)