Documentation Principles Sample Clauses
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Documentation Principles. To be drafted by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Participating Holders, provided that the Senior Lien ICA shall be drafted by counsel to the First Lien Agent. The definitive documentation for the Second Lien Notes shall be based upon the documentation for the Credit Facility as in effect on the date hereof (including, without limitation, affirmative covenants and negative covenants (other than financial maintenance covenants and PDP coverage ratio maintenance covenants), events of default and definitions related to any of the foregoing) (it being agreed and understood that any PDP coverage ratio incurrence tests shall be based upon the documentation for the Credit Facility as in effect on the date hereof, but will be measured off of both first lien and second lien debt and shall be reduced proportionally to account for being measured off of such first lien and second lien debt) with such changes as the Participating Holders shall reasonably agree and will take into account this Term Sheet, differences to reflect the changed capital structure of the Issuer and its subsidiaries, the second lien nature of the Second Lien Notes and the capital markets nature of the financing giving due regard to the Indentures (it being agreed and understood that to the extent the Credit Facility requires any provisions to be acceptable or approved by the First Lien Agent, the corresponding provisions in the definitive documentation for the Second Lien Notes shall require the acceptance or approval of the Holders holding a majority in principal amount of the Second Lien Notes). In addition, no covenants shall be more restrictive or onerous with respect to the Issuer and its subsidiaries than the covenants in the Credit Facility, other than to the extent to reflect the second lien nature of the Second Lien Notes (e.g., restrictions on junior debt shall refer to debt junior to the Second Lien Notes, rather than the Credit Facility) (it being agreed and understood that the Credit Facility will be amended to incorporate higher collateral thresholds and any other covenant in the Second Lien Notes that are more onerous or restrictive than the Credit Facility to the extent requested by the First Lien Agent and, in the event the First Lien Agent does not elect to incorporate such thresholds or covenants, such higher collateral thresholds and more onerous or restrictive covenants shall be permitted in the Second Lien Notes). This paragraph shall be referred to as the “Documentatio...
Documentation Principles. ☐ The First Out First Lien Credit Facilities are to be documented under credit documentation separate from the Existing Credit Agreement, but under the same credit agreement as the Second Out First Lien Term Loans and may be under the same credit agreement as any loans constituting Other First Out First Lien Debt, subject to intercreditor arrangements described herein and the Documentation Principles (as hereinafter defined). The First Out First Lien RCF (if any) may be documented under credit documentation separate from the First Lien Term Loans and Other First Out First Lien Debt (for the avoidance of doubt, Other First Out First Lien Debt may also take the form of bonds or notes, which shall be documented under separate arrangements). ☐ One or more new collateral trust and intercreditor arrangements in form and substance consistent with Annex B attached hereto which shall provide, among other things, (i) First Lien Debt lien priority over Second Lien Debt and Third Lien Debt, respectively, (ii) First Out Debt priority over Second Out Debt as to the application of proceeds with respect to, and distributions made on account of (x) collateral and (y) any amounts received during an event of default or pursuant to an insolvency proceeding or in connection with the exercise of remedies including any acceleration under the First Lien Debt, and (iii) Second Lien Debt lien priority over Third Lien Debt. ☐ The First Out First Lien Credit Facilities will contain the terms, conditions, representations, warranties, covenants and events of default contained in this Term Sheet (including the terms set forth in Annex A attached hereto) and will otherwise be substantially identical, in all material respects, with the Existing Credit Agreement, as modified to reflect (i) the terms set forth in this Term Sheet (including Annex A attached hereto), (ii) modifications to the existing capital structure of the Company as a result of the Transactions including exceptions that implement, give effect to, permit and/or otherwise relate to the Transactions, (iii) modifications to reflect any relevant changes in law since the date of the Existing Credit Agreement and (iv) the giving of due consideration to any terms in any Other First Out First Lien Debt incurred prior to or substantially concurrently with the other indebtedness incurred in connection with the Transactions (the foregoing is referred to herein, collectively, as the “Documentation Principles”).
Documentation Principles. Consistent with that certain Term Loan Credit Agreement dated as of June 1, 2012 by and among the Parent, as the borrower, Bank of America (defined below), as the administrative agent, and the lenders and other parties from time to time party thereto (as amended through the date of the Commitment Letter to which this Exhibit A is attached, the “Existing Credit Agreement”), subject to adjustments to be mutually agreed to the extent reasonably necessary (a) to reflect the Administrative Agent’s current policies and procedures, including policies concerning market standards, and (b) as applicable, to give effect to the Merger and the capital structure and operations of the Borrower and its subsidiaries after giving effect to the Merger and the related transactions and financings anticipated to occur in connection therewith (collectively, the “Documentation Principles”).
Documentation Principles. The Credit Agreement and the other Loan Documents shall be customary for transactions of this type and substantially consistent with the Prepetition Credit Agreement and the other loan documents executed in connection therewith as modified (a) to reflect the consummation of the transactions to occur on or prior to the Closing Date, including the Loan Parties’ emergence from chapter 11 in accordance with the Plan of Reorganization and (b) to reflect this Term Sheet, and subject to the terms hereof and other adjustments as agreed to by the Administrative Agent and the Borrower. The Credit Agreement shall include appropriate market updates for syndicated credit facilities, including with respect to successor LIBOR provisions, FinCEN Beneficial Ownership provisions and QFC provisions. The foregoing provisions shall be referred to herein, collectively, as the “Documentation Principles”.
Documentation Principles. The Credit Documents shall, subject to the Agreed Security Principles, (a) contain those terms and conditions set forth in this Term Sheet and the Fee Letter and (b) otherwise contain terms and conditions that are usual and customary for similar first lien secured exit revolving credit facilities for offshore drilling companies or other global oilfield services company as of the Closing Date, subject to modifications, to be mutually agreed, to reflect (i) the terms and conditions set forth in the Plan Support Agreement and this Term Sheet, (ii) the internal policies of ▇▇▇▇▇ Fargo Bank, and (iii) changes in regulatory considerations, market practice, law, and accounting standards (the foregoing, collectively, the “Documentation Principles”).
Documentation Principles. The Exit Facility is to be documented by a new first lien senior secured delayed draw term loan credit agreement and other guarantee, security and other relevant documentation reflecting the terms and provisions set forth in this Term Sheet, subject to changes to be mutually agreed upon between the Borrower and the Required Backstop Parties that give due regard to the operational and strategic requirements of the Borrower in light of its size, capital structure, industry, business, business practices and locations; provided, that (a) the Exit Facility shall contain terms and provisions that are consistent with other senior secured, first-out credit facilities with no other priming or “inside maturity” debt in the capital structure, and (b) “Material Adverse Effect” (or any similar term) shall include a COVID-19 carve out solely for purposes of a “Material Adverse Effect” condition precedent to closing the Exit Facility and a “Material Adverse Effect” condition precedent to funding any Term Loans (collectively, the “Documentation Principles”).
Documentation Principles. The Term Facility will be documented in a facilities agreement (the Facilities Agreement) based on recent global sponsor precedent facilities agreement in the Asian leveraged finance market, amended to take into account the terms set out in this term sheet and having regard (acting reasonably and in good faith) to any deal specific issues relating to the Transaction, the operational and strategic requirements of the Sponsors and the Group in light of the proposed business plan. The first draft of the Facilities Agreement will be prepared by counsel for the Sponsors on that basis and shall take into account recent English law or Hong Kong law precedents for global private equity sponsors for similar transactions in the Asian leveraged finance market.
Documentation Principles. The Exit Facility is to be documented by a new first lien senior secured delayed draw term loan credit agreement and other guarantee, security and other relevant documentation reflecting the terms and provisions set forth in this Term Sheet, subject to changes to be mutually agreed upon between the Borrower and the Required Backstop Parties that give due regard to the operational and strategic requirements of the Borrower in light of its size, capital structure, industry, business, business practices and locations; provided, that
Documentation Principles. The definitive documentation for the Facility, including the credit agreement (the “Credit Agreement”) and all other related agreements and documents creating, evidencing or securing indebtedness or obligations of any of the Credit Parties to the Administrative Agent or granting or perfecting liens or security interests by any of the Credit Parties in favor of and for the benefit of the Administrative Agent, for itself and for and on behalf of the Revolving Lenders, on account of the Facility shall contain the terms set forth herein and shall otherwise be negotiated in good faith within a reasonable time period to be determined based on the expected Closing Date (the “Facility Documentation”). The documentation will be based on the applicable “Loan Documents” under and as defined in that certain Third Amended and Restated Credit Agreement dated October 16, 2018, among the Parent, OP LLC and the Borrower; the lenders party thereto (the “Pre-Petition Lenders”); and ▇▇▇▇▇ Fargo, as administrative agent (as in effect immediately prior to the commencement of bankruptcy case of the Borrower, the “Existing Credit Agreement”), with changes consistent with this Exit Facility Term Sheet and otherwise to reflect customary lender form updates, including without limitation updated LIBOR replacement provisions (the “Documentation Principles”).
Documentation Principles. The representations and warranties, affirmative and negative covenants, events of default and certain other terms and provisions to be mutually agreed in the Exit Loan Documents shall be generally consistent with the representations and warranties, affirmative and negative covenants, events of default and other agreed provisions as set forth in the DIP Credit Agreement, with changes and modifications to reflect the terms of the Commitment Letter and such other modifications reasonably acceptable to EBC and Borrower, including in respect of (a) modifications to reflect the fact that the DIP Credit Agreement is a debtor-in-possession financing and the Exit Revolving Facility is being provided in respect of an exit financing from the Chapter 11 Cases, (b) to reflect the capital structure of the Loan Parties and the other terms of the restructuring as set forth in the TSA and (c) other customary loan document provisions for financings of this type, in each case to the extent not provided herein to be mutually agreed upon, the definitive terms of which will be negotiated in good faith to finalize the Exit Loan Documents as promptly as reasonably practicable (this paragraph being referred to herein, collectively, as the “Documentation Principles”).