Complete Agreement; Amendment and Restatement Clause Samples

The "Complete Agreement; Amendment and Restatement" clause establishes that the current contract represents the entire understanding between the parties, superseding all prior agreements, discussions, or representations related to the subject matter. In practice, this means that any previous contracts or informal understandings are replaced by the terms of this agreement, and any changes to the agreement must be made in writing and agreed upon by all parties. This clause ensures clarity and certainty by preventing disputes over prior negotiations or side agreements, and it provides a clear process for making future amendments.
Complete Agreement; Amendment and Restatement. This Agreement, the Notes, any Requests for Advance or Letters of Credit hereunder, the other Loan Documents and any agreements, certificates, or other documents given to secure the Indebtedness, contain the entire agreement of the parties hereto, and none of the parties hereto shall be bound by anything not expressed in writing. This Agreement constitutes an amendment and restatement of the Prior Credit Agreement, which Prior Credit Agreement is fully superseded and amended and restated in its entirety hereby; provided, however, that the Indebtedness governed by the Prior Credit Agreement shall remain outstanding and in full force and effect and provided further that this Agreement does not constitute a novation of such Indebtedness.
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Complete Agreement; Amendment and Restatement. This Agreement, the Notes, any Requests for Advance or Letters of Credit hereunder, the other Loan Documents and any agreements, certificates, or other documents given to secure the Indebtedness, contain the entire agreement of the parties hereto, and none of the parties hereto shall be bound by anything not expressed in writing. This Agreement constitutes an amendment and restatement of the Prior Credit Agreement, which Prior Credit Agreement is fully superseded and amended and restated in its entirety hereby; provided, however, that the Indebtedness governed by the Prior Credit Agreement shall remain outstanding and in full force and effect and provided further that this Agreement does not constitute a novation of such Indebtedness. * * * [Signatures follow on succeeding pages] WITNESS the due execution hereof as of the day and year first above written. COMERICA BANK, AQUA-CHEM, INC. as Agent By: /s/ Jame▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ J. Scot▇ ▇▇▇▇▇▇ ----------------------- ------------------------ Its: First Vice President Its: VP & CFO ----------------------- ------------------------ SWING LINE BANK: COMERICA BANK By: /s/ Jame▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------- Its: First Vice President ------------------------- BANKS: COMERICA BANK By: /s/ Jame▇ ▇. ▇▇▇▇▇▇▇▇ ------------------------- Its: First Vice President ------------------------- [FIRST SIGNATURE PAGE TO CREDIT AGREEMENT] SCHEDULE 1.1 PRICING MATRIX APPLICABLE FEE PERCENTAGE AND REVOLVING CREDIT MARGINS BASIS FOR PRICING LEVE▇ ▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ LEVEL V** ========================= ================ ================ ================ ================ ================ Consolidated Funded > 3.0 to 1 > 3.5 to 1 > 4.0 to 1 > 4.50 to 1 - - - - Debt to Consolidated < 3.0 to 1 but but but EBITDA Ratio < 3.5 to 1 < 4.0 to 1 < 4.50 to 1 Revolving Credit 0.25% 0.30% 0.35% 0.425% 0.50% Facility Fee Eurocurrency Margin -- 1.00% 1.20% 1.40% 1.575% 1.75% Revolving Credit Prime-based Margin -- 0% 0% 0% 0% .0% Revolving Credit Letter of Credit Fee (exclusive of Facing Fee) 1.00% 1.20% 1.40% 1.575% 1.75% ------------------------- ---------------- ---------------- ---------------- ---------------- ---------------- ** Anticipated Initial Leve▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇.1 EXHIBIT A REQUEST FOR REVOLVING CREDIT ADVANCE No. Dated: ------------- ------------ To: Comerica Bank - Agent Re: Aqua-Chem Revolving Credit and Term Loan Agreement dated as of July 31, 1997 (as amended or otherwise modified from time to time, the "Agreeme...
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Complete Agreement; Amendment and Restatement. This Agreement, the Notes, any Requests for Revolving Credit Advance or Letters of Credit hereunder and Requests for Swing Line Advances hereunder, and the other Loan Documents, contain the entire agreement of the parties hereto, and none of the parties hereto shall be bound by anything not expressed in writing. This Agreement constitutes an amendment to and restatement in its entirety of the Existing Credit Agreement, which Existing Credit Agreement is fully superseded and amended and restated in its entirety hereby; provided, however, that the Indebtedness governed by the Existing Credit Agreement shall remain outstanding and in full force and effect (subject to the terms hereof). WITNESS the due execution hereof as of the day and year first above written. COMERICA BANK, as Agent TECSTAR AUTOMOTIVE GROUP, INC. By: By: Its: Its: SWING LINE BANK: COMERICA BANK By: Its: Vice President ISSUING BANK: COMERICA BANK By: Its: Vice President BANKS: COMERICA BANK By: Its: Vice President Comerica Bank 100 % $ 25,000,000 Company: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Agent and Comerica Bank: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Detroit, Michigan 48226 Attention: Metropolitan Banking Division D – ▇▇▇▇ ▇▇▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ No. Dated: TO: Comerica Bank (“Agent”) RE: Second Amended and Restated Credit Agreement dated as of May 19, 2006 by and among Tecstar Automotive Group, Inc. (“Company”), the Banks signatories thereto and Comerica Bank, as Agent (as amended or otherwise modified from time to time, the “Credit Agreement”) Company, pursuant to the Credit Agreement, requests an Advance of the Revolving Credit from the Banks, as follows: A. Date of Advance: B. ¨ (check if applicable) This Advance is or includes a whole or partial refunding/conversion of: [Describe Advance to be refunded or converted by reference to principal amount, current interest rate and current interest period] Advance No(s). C. Type of Advance (check only one); ¨ Prime-based Advance ¨ Eurocurrency-based Advance D. Amount of Advance: _____________________________
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Complete Agreement; Amendment and Restatement. This Agreement, the Purchase Money Notes, any requests for Advances hereunder, the other Purchase Money Loan Documents and any agreements, certificates, or other documents given to secure the Purchase Money Indebtedness, and the Revolving Credit Agreement and the other Loan Documents (as defined therein), to the extent referenced herein or applicable hereunder, contain the entire agreement of the parties hereto with respect to the transactions contemplated hereby, and none of the parties hereto shall be bound by anything not expressed in writing. * * * [Signatures follow on succeeding pages]
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Complete Agreement; Amendment and Restatement. This Agreement, the Notes (if issued), any Requests for Advance or Letters of Credit hereunder, the other Loan Documents and any agreements, certificates, or other documents given to secure the Indebtedness, contain the entire agreement of the parties hereto, and none of the parties hereto shall be bound by anything not expressed in writing. This Agreement constitutes an amendment and restatement of the Prior Credit Agreement, which Prior Credit Agreement is fully superseded and amended and restated in its entirety hereby; provided, however, that the Indebtedness governed by the Prior Credit Agreement shall remain outstanding and in full force and effect and provided further that this Agreement does not constitute a novation of such Indebtedness. E-105 106 WITNESS the due execution hereof as of the day and year first above written. COMERICA BANK, AUTOCAM CORPORATION as Agent By: ________________________ By: ___________________________ Its: ________________________ Its: ___________________________ AUTOCAM FRANCE By: ___________________________ Its: ___________________________ FRAN▇ & ▇IGN▇▇▇ ▇▇ By: ___________________________ Its: ___________________________ SWING LINE BANK: COMERICA BANK By: ___________________________ Its: ___________________________ BANKS: COMERICA BANK By: ___________________________ Its: ___________________________ E-106 107 SCHEDULE 1.1 Applicable Margin Grid ------------------------------------------ ------------ -------------- --------------- -------------- ------------- BASIS FOR PRICING LEVE▇ ▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇*/ ▇▇▇▇▇ ▇▇ LEVEL V ========================================== ============ ============== =============== ============== ============= 3.0:1 but <3.5:1 but <4.0:1 ========================================== ============ ============== =============== ============== ============= Revolving Credit Eurocurrency Margin 1.50% 1.75% 2.0% 2.50% 3.0% ========================================== ============ ============== =============== ============== ============= Revolving Credit Prime-Rate Margin 0% 0% 0% .25% .75% ========================================== ============ ============== =============== ============== ============= Term Loan - A Eurocurrency Margin 2.95% 3.35% 3.75% 4.55% 5.40% ========================================== ============ ============== =============== ============== ============= Term Loan - A Prime-Rate Margin .70% 1.10% 1.50% 2.30% 3.15% ========================================== ============ ========...
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Complete Agreement; Amendment and Restatement. This Agreement, the Notes, any Requests for Revolving Credit Advance or Letters of Credit hereunder and Requests for Swing Line Advances hereunder, and the other Loan Documents, contain the entire agreement of the parties hereto, and none of the parties hereto shall be bound by anything not expressed in writing. This Agreement constitutes an amendment to and restatement in its entirety of the Existing Credit Agreement, which Existing Credit Agreement is fully superseded and amended and restated in its entirety hereby; provided, however, that the Indebtedness governed by the Existing Credit Agreement shall remain outstanding and in full force and effect (subject to the terms hereof). WITNESS the due execution hereof as of the day and year first above written. COMERICA BANK, as Agent STARCRAFT CORPORATION By: /s/ ▇▇▇▇ ▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Its: Vice President Its: CFO SWING LINE BANK: COMERICA BANK By: /s/ ▇▇▇▇ ▇▇ ▇▇▇▇ Its: Vice President ISSUING BANK: COMERICA BANK By: /s/ ▇▇▇▇ ▇▇ ▇▇▇▇ Its: Vice President BANKS: COMERICA BANK By: /s/ ▇▇▇▇ ▇▇ ▇▇▇▇ Its: Vice President Comerica Bank 100 % $ 20,000,000 Company: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Agent and Comerica Bank: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Detroit, Michigan 48226 Attention: Metropolitan Banking Division D – Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
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Related to Complete Agreement; Amendment and Restatement

  • Complete Agreement; Amendment This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements in regard thereto. This Agreement cannot be modified except by an agreement in writing signed by both parties and specifically referring to this Agreement.

  • COMPLETE AGREEMENT; AMENDMENTS This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter contemplated thereby. No modifications to this Agreement shall be made or binding unless made in writing and signed by all parties to this Agreement.

  • Amendment and Restatement (a) The Credit Parties, the Administrative Agent, the Letter of Credit Issuer, the Swingline Lender and the Lenders hereby agree that upon the effectiveness of this Agreement, the terms and provisions of the Existing Debt Facility shall be and hereby are amended and restated in their entirety by the terms and conditions of this Agreement and the terms and provisions of the Existing Debt Facility, except as otherwise provided in this Agreement (including, without limitation, clause (b) of this Section 13.22), shall be superseded by this Agreement. (b) Notwithstanding the amendment and restatement of the Existing Debt Facility by this Agreement, the Credit Parties shall continue to be liable to each Indemnified Person with respect to agreements on their part under the Existing Debt Facility to indemnify and hold harmless such Indemnified Person from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses to which the Administrative Agent and the Lenders may be subject arising in connection with the Existing Debt Facility. This Agreement is given as a substitution of, and not as a payment of, the obligations of the Credit Parties under the Existing Debt Facility and is not intended to constitute a novation of the Existing Debt Facility. (c) By execution of this Agreement all parties hereto agree that (i) each of the Security Documents and the other Credit Documents is hereby amended such that all references to the Existing Debt Facility and the Loans and Commitments thereunder shall be deemed to refer to this Agreement and the continuation of the Loans and Commitments hereunder, (ii) all obligations under the Guarantee and the Security Documents are reaffirmed and remain in full force and effect on a continuous basis after giving effect to this Agreement and (iii) all security interests and liens granted under the Security Documents are reaffirmed and shall continue and secure the Obligations hereunder and the obligations of the Guarantors under the Guarantee after giving effect to this Agreement.

  • Amendment and Restatement of Existing Credit Agreement Upon the execution and delivery of this Agreement, the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth herein. With effect from and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B.

  • Amendment and Restatement; No Novation (a) This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any Indebtedness or other Obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Restatement Effective Date, the credit facilities described in the Existing Credit Agreement shall be amended, supplemented, modified and restated in their entirety by the facilities described herein, all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement shall be deemed to be Loans and Obligations outstanding under the corresponding facilities described herein, without any further action by any Person, and participations in Letters of Credit and Swing Line Loans shall be deemed to be reallocated as are necessary in order that the outstanding balance of such participations, together with any Loans funded on the Restatement Effective Date, reflect the respective Commitments of the Lenders hereunder. (b) In connection with the foregoing, by signing this Agreement, each Loan Party hereby confirms that notwithstanding the effectiveness of this Agreement and the transactions contemplated hereby (i) the Obligations of such Loan Party under this Agreement and the other Loan Documents are entitled to the benefits of the guarantees and the security interests set forth or created herein and in the Collateral Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor with respect to all of the Guaranteed Obligations, (iii) each Loan Document to which such Loan Party is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects and shall remain in full force and effect according to its terms and (iv) such Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the Obligations.