Interim Order. At the time of the Initial Extension of Credit, the Initial Lenders shall have received, on or before the Effective Date, a certified copy of an order entered by the Bankruptcy Court in substantially the form of Exhibit E (the “Interim Order”) approving the Loan Documents and granting the Superpriority Claim status and the Liens described in Section 2.17, which Interim Order (i)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (C) shall have been entered upon an application or motion of the Borrower and each Guarantor reasonably satisfactory in form and substance to the Initial Lenders, on such prior notice to such parties as may in each case be reasonably satisfactory to the Initial Lenders, (D) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid in connection with the Facilities and (E) shall have been entered not later than five days after the Petition Date; (ii) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Pre-Petition Secured Creditor under the Pre-Petition Security Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, for (A) the monthly cash payment of current interest and letter of credit fees on the Pre-Petition Secured Indebtedness at the applicable non-default rates applicable on the Petition Date pursuant to the Pre-Petition Document, (B) a superpriority claim as contemplated by section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, immediately junior to the claims under section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand) and subject to the payment of the Carve-Out, (C) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the Liens granted in favor of the Administrative Agent and the Lenders hereunder and under the other Loan Documents and (D) the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Pre-Petition Document) for the Pre-Petition Agent (including the payment on the Effective Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the fees that are provided for under the Pre-Petition Security Agreement; (iii) shall be in full force and effect; and (iv) shall not have been stayed, reversed, modified or amended in any respect.
Appears in 2 contracts
Sources: Senior Secured Debtor in Possession Credit Agreement (Chemtura CORP), Senior Secured Debtor in Possession Credit Agreement (Chemtura CORP)
Interim Order. At the time of the Initial Extension of Credit, the Initial Lenders The Bankruptcy Court shall have receivedentered the Interim Order, on or before after notice given and a hearing conducted in accordance with Bankruptcy Rule 4001(c), certified by the Effective Date, a certified copy clerk of an order entered by the Bankruptcy Court in substantially as having been duly entered, within five (5) days after the form of Exhibit E (the “Interim Order”) approving the Loan Documents and granting the Superpriority Claim status and the Liens described in Section 2.17Petition Date, which Interim Order (i)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (C) shall have been entered upon an application or motion of the Borrower and each Guarantor reasonably satisfactory in form and substance satisfactory to the Initial LendersAdministrative Agent, on such prior and entered with notice to such parties as may in each case be reasonably satisfactory to the Initial LendersAdministrative Agent, (Da) shall approve authorizing and approving the transactions contemplated by the documents evidencing the DIP Loan Facility and expressly approving all Roll-Up Loans as contemplated herein; (b) approving the payment by the Borrower Debtors of all of the fees provided for herein, in any other Loan Document or in any separate fee letter, including the Engagement Letter, the Fee Letter and expenses that are required to the Backstop Fee Letter, which may be paid in connection with filed under seal by the Facilities and (E) shall have been entered not later than five days after the Petition DateBankruptcy Court; (iic) shall have authorized finding that the use by Lenders are extending credit to the Borrower and Debtors in good faith within the Guarantors meaning of any cash collateral in which any PreBankruptcy Code section 364(e); (d) granting (w) super-Petition Secured Creditor under priority status to the Pre-Petition Security Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay Obligations pursuant to section 362 of the Bankruptcy Code, for (A) the monthly cash payment of current interest and letter of credit fees on the Pre-Petition Secured Indebtedness at the applicable non-default rates applicable on the Petition Date pursuant to the Pre-Petition Document, (B) a superpriority claim as contemplated by section 507(b364(c)(1) of the Bankruptcy Code, limited (x) Liens in amount to the diminution in value all unencumbered assets of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 364(c)(2) of the Bankruptcy Code, immediately (y) junior liens on all encumbered assets of the Borrower and the Guarantors pursuant to section 364(c)(3) of the claims under Bankruptcy Code, and (z) priming Liens on all assets of the Borrower and the Guarantors, that is subject to a perfected lien or security interest securing the Prepetition Credit Agreement, pursuant to section 364(c)(1364(d)(1) of the Bankruptcy Code held by (the Administrative Agent and the Lenders preceding clauses (without the requirement to file any motion or pleading or to make any demandw), (x), (y) and (z), in each case, subject only to (i) the payment of the Carve-Out, (Cii) a Lien on substantially all the extent of any valid, perfected and unavoidable first priority right of consignment under applicable law, and (iii) with respect to clause (z) only, any Third Party Liens); (e) lifting or modifying the automatic stay under section 362 of the assets of Bankruptcy Code to permit the Borrower and the Guarantors having a priority immediately junior to perform their obligations and the Lenders to exercise their rights and remedies with respect to the Liens granted DIP Loan Facility; (f) authorizing the use of cash collateral pursuant to section 363(c) of the Bankruptcy Code; and (g) providing adequate protection to the Prepetition Lenders pursuant to sections 361(a), 362(d), 363(c) and 364(d)(1) of the Bankruptcy Code and authorizing the granting of Adequate Protection Obligations, which Interim Order shall be in favor full force and effect, shall not have been reversed, vacated or stayed and shall not have been amended, supplemented or otherwise modified without the prior written consent of the Administrative Agent. The Interim Order shall also include such other terms and conditions as are customary for transactions of this type, as determined by the Obligors and the Administrative Agent and in any event shall (a) approve the Lenders hereunder Borrower’s and under Guarantors’ waiver of any and all claims and causes of action against the other Loan Documents and (D) the payment on a current basis of the reasonable fees and disbursements of respective professionals (Prepetition Lenders, including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted claims for preference, fraudulent conveyance or other claims arising under the PreBankruptcy Code and claims regarding the validity, priority, perfection or avoidability of the secured claims of the Prepetition Lenders and the Prepetition Credit Agreement Agent, subject to the right of the Committee (and in the event that no Committee is appointed, any party in interest (other than the Borrower or the Guarantors)) to pursue such claims, (b) establish a deadline of the earlier of (i) seventy-five (75) days from the Petition DocumentDate and (ii) for sixty (60) days from the Pre-Petition Agent appointment of a Committee (including and in the payment event that no Committee is appointed, any party in interest (other than the Borrower and the Guarantors)) to bring any cause of action against the Prepetition Lenders based on the Effective Prepetition Credit Agreement, or any acts or omissions of the Prepetition Lenders that occurred prior to the Petition Date or as soon thereafter as is practicable (a “Challenge”), (c) effective upon entry of any unpaid pre-petition fees and expenses) the Final Order, approve the waiver by the Borrower and the continuation Guarantors of all surcharge claims under section 506(c) or section 552(b) of the payment to the Pre-Petition Agent on a current basis Bankruptcy Code or otherwise and (d) effective upon entry of the fees that are provided Final Order, provide for a Lien on the proceeds of avoidance actions under chapter 5 of the Pre-Petition Security Agreement; (iii) shall be in full force and effect; and (iv) shall not have been stayed, reversed, modified or amended in any respectBankruptcy Code.
Appears in 1 contract
Sources: Debtor in Possession Credit Agreement (Champion Enterprises Inc)
Interim Order. At the time of the Initial Extension making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Initial Agents and the Lenders shall have received, on or before received satisfactory evidence of the Effective Date, a certified copy entry of an order entered by of the Bankruptcy Court in substantially the form of Exhibit E A (the “Interim Order”) approving the Loan Documents and granting the Superpriority Claim status and the senior priming and other Liens described in Section 2.17, 2.25 which Interim Order (i)(Ai) shall authorize extensions of credit in respect amounts not in excess of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000950,000,000, (Bii) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (C) shall have been entered upon an application or motion of the Borrower and each Guarantor reasonably satisfactory in form and substance to the Initial Lenders, on such prior notice to such parties as may in each case be reasonably satisfactory to the Initial Lenders, (D) shall approve the payment by the Borrower of all of fees provided for herein and in the fees fee letter described in Section 2.21, (iii) shall be in form and expenses that are required substance reasonably satisfactory to be paid in connection with the Facilities and Agents, (Eiv) shall have been entered not later than five fifteen (15) days after following the Petition Filing Date; , (iiv) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Pre-Petition Secured Creditor Existing Lender under the Pre-Petition Security Existing Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Codecontemplated hereby, for (A) the monthly cash payment of current interest and letter of credit fees (including the payment on the Pre-Petition Secured Indebtedness Closing Date of any such interest and fees that are accrued and unpaid as of the Filing Date) at the applicable non-default rates applicable on the Petition Filing Date (including LIBOR pricing options) pursuant to the Pre-Petition DocumentExisting Agreement (the payments described in this clause to be without prejudice to the rights of any Existing Lender to assert a claim for the payment of additional interest and letters of credit fees calculated at any other applicable rates of interest (including at any default rates), or on any other basis, set forth in the Existing Agreement or to the rights of the Borrower or any other Person to contest such assertion), (B) a superpriority claim as contemplated by section Section 507(b) of the Bankruptcy Code, limited in amount to the aggregate diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured IndebtednessExisting Collateral, including any such diminution resulting from the sale, lease or use by the Borrower and the Guarantors (or other decline in value) of cash collateral and any Pre-Petition other Existing Collateral, the priming Liens described of the Existing Agent’s security interests and liens in Section 2.17 the Existing Collateral by the Agent and the Lenders pursuant to the Loan Documents and the Interim Order, and the imposition of the automatic stay pursuant to section Section 362 of the Bankruptcy Code, immediately junior to the claims under section Section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand) and subject subject, only in the event of the occurrence and during the continuance of an Event of Default, to the payment of the Carve-Out, (C) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the priming and other Liens granted in favor of the Administrative Agent and the Lenders hereunder and under the other Loan Documents and (D) the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Preinternal and third-Petition Documentparty consultants, including financial consultants, and auditors) for the Pre-Petition Existing Agent (including the payment on the Effective Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Existing Agent on a current basis of the administration fees that are provided for under the Pre-Petition Security Agreement; (iii) shall be in full force and effect; Existing Agreement and (ivvi) shall not have been vacated, stayed, reversed, modified or amended in any respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Guaranty Agreement (Delphi Corp)
Interim Order. At the time of the Initial Extension making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Initial Agent and the Lenders shall have received, on or before the Effective Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit E A-1 (the “"Interim Order”") approving the Loan Documents and granting the Superpriority Claim status and the senior priming and other Liens described in Section 2.17, 2.23 which Interim Order (i)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (Ci) shall have been entered entered, with the consent or non-objection of a preponderance, as determined by the Agent in its sole judgment, of the Pre-Petition Lenders, upon an application or motion of the Borrower and each Guarantor the other Debtors reasonably satisfactory in form and substance to the Initial LendersAgent, on such prior notice to such parties (including the Pre-Petition Lenders) as may in each case be reasonably satisfactory to the Initial LendersAgent, (Dii) shall authorize extensions of credit in amounts satisfactory to the Agent, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid in connection with the Facilities and Fees, (Eiv) shall have been entered not later than five days after the Petition Date; be in full force and effect, (iiv) shall have authorized as adequate protection for and to the use by the Borrower and the Guarantors extent of any cash collateral diminution in which any Pre-Petition Secured Creditor under value of the Pre-Petition Security Agreement may have an Lenders' interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of after the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, for Filing Date (A) the monthly cash payment of current interest and payments in an amount equal to all interest, letter of credit fees and other fees and payments (including the payment on the Pre-Petition Secured Indebtedness Closing Date of any such interest and fees that are accrued and unpaid as of the Filing Date) at the applicable non-default rates applicable on the Petition Date (including LIBOR pricing options) provided for pursuant to the Pre-Petition DocumentAgreement and existing hedge agreements entered into in connection with the Pre-Petition Obligations (the payments described in this clause to be without prejudice to the rights of any Pre-Petition Lender to assert a claim in the Cases for the payment of additional interest calculated at any other applicable rates of interest, or on any other basis, set forth in the Pre-Petition Agreement), (B) a superpriority claim as contemplated by section Section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value Code having a priority over all administrative expenses of the Pre-Petition Collateral to the extent kind specified in Sections 503(b) and 507(b) of the Pre-Petition Secured Indebtednesscode, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, immediately junior only to the claims under section Section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders in respect of the Loans (without the requirement to file any motion or pleading or to make any demand) and subject to the payment of the Carve-Out, ); (C) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the Liens granted in favor of the Administrative Agent and the Lenders hereunder and under the other Loan Documents and (D) the payment on a current basis of the reasonable fees and disbursements of respective professionals expenses (including, but not limited to, the reasonable fees and disbursements of external counsel and advisers as permitted under the Prethird-Petition Documentparty consultants, including financial consultants, and auditors) for incurred by the Pre-Petition Agent and the Pre-Petition Lenders, to the extent provided in the Pre-Petition Agreement, (including the payment on the Effective Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of (D) the payment to the Pre-Petition Agent on a current basis Lenders of the fees that are provided for first $10,000,000 of Net Cash Proceeds of sale or sales occurring on or after the Filing Date, outside the ordinary course of business, of assets in existence on the Filing Date to be applied in permanent repayment of the principal amount due and owing under the Pre-Petition Security Agreement; (iii) Agreement in the order set forth therein, provided that to the extent that any such Net Cash Proceeds constitute proceeds of sale of any property, assets or stock of a Non-Debtor Guarantor, such Net Cash Proceeds shall be applied first, in full force accordance with Section 2.13(d) hereof to repay Borrowings under the Agreement loaned or otherwise paid over by the Borrower or other Debtor to such Non-Debtor Guarantor and effect; cash collateralize Letters of Credit issued under the Agreement in support of the obligations and (iv) shall not have been stayedoperations of such Non-Debtor Guarantor, reversedsecond, modified or amended in any respect.to repay the Pre-Petition Obligations as provided above, and third, to make mandatory prepayments to the extent required under Section
Appears in 1 contract
Sources: Revolving Credit and Guaranty Agreement (Thermadyne Holdings Corp /De)
Interim Order. At the time of the Initial Extension making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Initial Agent and the DIP Lenders shall have received, on or before the Effective Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit E C (the “Interim Order”"INTERIM ORDER") approving the Loan Documents and granting the Superpriority Claim status and the senior priming and other Liens described in Section 2.17, 2.23 which Interim Order (i)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (Ci) shall have been entered entered, with the consent or non-objection of a preponderance, as determined by the Agent in its sole judgment, of the Pre-Petition Lenders, upon an application or motion of the Borrower and each Guarantor reasonably satisfactory in form and substance to the Initial LendersAgent, on such prior notice to such parties (including the Pre-Petition Lenders) as may in each case be reasonably satisfactory to the Initial LendersAgent, (Dii) shall authorize extensions of credit in amounts satisfactory to the Agent, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid Fees set forth in connection with the Facilities and Section 2.19, (Eiv) shall have been entered not later than five days after the Petition Date; be in full force and effect, (iiv) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Pre-Petition Secured Creditor Lender under the Pre-Petition Security Credit Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Codecontemplated hereby, for (A) the monthly cash payment of current interest and letter of credit fees (including the payment on the Pre-Closing Date of any such interest and fees that are accrued and unpaid as of the Petition Secured Indebtedness Date) at the applicable non-default rates applicable on the Petition Date (including LIBOR pricing options) provided for pursuant to the Pre-Petition DocumentCredit Agreement (the payments described in this clause to be without prejudice to the rights of any Pre-Petition Lender to assert a claim for the payment of additional interest calculated at any other applicable rates of interest, or on any other basis, set forth in the Pre-Petition Credit Agreement or to the rights of the Borrower to contest such assertion), (B) a superpriority claim Superpriority Claim as contemplated by section Section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, Code immediately junior to the claims under section Section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand) and subject to the payment of the Carve-OutDIP Lenders, (C) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the priming and other Liens granted in favor of the Administrative Agent and the DIP Lenders hereunder and under the other Loan Documents and Documents, (D) the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Preinternal and third-Petition Documentparty consultants, including financial consultants, and auditors) for the Pre-Petition Agent (including the payment on the Effective Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the administration fees that are provided for under the Pre-Petition Security Agreement; (iii) shall be in full force and effect; Credit Agreement and (ivE) the payment to the Pre-Petition Lenders (to be applied as provided for in the Pre-Petition Credit Agreement) of the Net Proceeds of the sale of assets on which they have Liens to the extent such Net Proceeds are not required to be paid to the Agent and the DIP Lenders hereunder (such payments to the Pre-Petition Lenders to be made each time that cumulative Net Proceeds that are so payable, but have not yet been paid, reach $500,000) and (vi) shall not have been stayed, reversed, modified or amended in any respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.
Appears in 1 contract
Sources: Revolving Credit and Guaranty Agreement (Laroche Industries Inc)
Interim Order. At the time of the Initial Extension making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Initial Lenders Agent and the Banks shall have received, on or before the Effective Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit E A-1 (the “"Interim Order”") approving the Loan Documents and granting the Superpriority Claim status and the senior priming and other Liens described in Section 2.17, 2.23 which Interim Order (i)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (Ci) shall have been entered entered, upon an application or motion of the Borrower and each Guarantor reasonably satisfactory in form and substance to the Initial LendersAgent, on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the Initial LendersAgent, (Dii) shall authorize extensions of credit in amounts satisfactory to the Agent, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid Fees set forth in connection with the Facilities and Section 2.19, (Eiv) shall have been entered not later than five days after the Petition Date; be in full force and effect, (iiv) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Pre-Petition Secured Creditor Existing Lender under the Pre-Petition Security Existing Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Codecontemplated hereby, for (A) the monthly cash payment of current interest and letter of credit fees on the Pre-Petition Secured Indebtedness at the applicable non-default rates applicable on the Petition Date pursuant to the Pre-Petition Document, (B) a superpriority Superpriority claim as contemplated by section Section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, Code immediately junior to the claims under section Section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand) and subject to the payment of the Carve-OutBanks, (CB) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the priming and other Liens granted in favor of the Administrative Agent and the Lenders Banks hereunder and under the other Loan Documents Documents, (C) the monthly payment of current interest and letter of credit fees (including the payment on the Closing Date of any such interest and fees that are accrued and unpaid as of the Filing Date) at the applicable non-default rates (including LIBOR pricing options) provided for pursuant to the Existing Agreement (the payments described in this clause to be without prejudice to the rights of any Existing Lender to assert a claim for the payment of additional interest calculated at any other applicable rates of interest, or on any other basis, set forth in the Existing Agreement or to the rights of the Borrower to contest such assertion), (D) the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Preinternal and third-Petition Documentparty consultants, including financial consultants, and auditors) for the Pre-Petition Agent (including the payment on the Effective Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the administration fees that are provided for under the Pre-Petition Security Existing Agreement; (iii) shall be in full force and effect; , and (ivE) such other protection as agreed between the Borrower, the Guarantors and the Existing Lenders, and (vi) shall not have been stayed, reversed, modified or amended in any respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.
Appears in 1 contract
Sources: Revolving Credit and Guaranty Agreement (Kasper a S L LTD)
Interim Order. At the time of the Initial making of the initial Extension of Credit, and in any event no later than five days after the Initial Lenders Petition Date, the Administrative Agent shall have received, on or before the Effective Date, received a certified copy of an order entered by the Bankruptcy Court in substantially the form of Exhibit E (the “Interim Order”) Order approving the Loan Documents and granting the Superpriority Claim status and the Liens described in subsections 2.8 and 2.9 and finding that the Lenders are extending credit to the Borrower in good faith within the meaning of Section 2.17364(e) of the Bankruptcy Code, which Interim Order shall (i)(Ai) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (C) shall have been entered upon an application with the consent or motion non-objection of a majority (as determined by the Administrative Agent) of the Borrower and each Guarantor reasonably satisfactory in form and substance lending institutions party to the Initial Lenders, Prepetition Credit Facility and on such prior notice to such parties (including without limitation, the Prepetition Secured Parties) as may in each case be reasonably satisfactory to the Initial LendersAdministrative Agent, (Dii) shall be in form and substance reasonably satisfactory to the Administrative Agent, (iii) authorize extensions of credit in amounts not in excess of $100,000,000 (iv) authorize the use of Cash Collateral under the Prepetition Credit Facility and provide for adequate protection in favor of the Prepetition Secured Parties as set forth in subsection 2.8(c), (v) contain customary provisions regarding challenges to the prepetition claims and liens of the Prepetition Secured Parties, Section 506(c) of the Bankruptcy Code and other matters, (vi) approve the payment by the Borrower of all Fees, (vii) approve repayment in full of the fees and expenses that are required to be paid in connection with 2008 Revolving Loans, the Facilities and (E) shall have been entered not later than five days after 2008 Swingline Loans, the Petition Date; (ii) shall have authorized the use by the Borrower 2008 Reimbursement Obligations and the Guarantors of any cash collateral in which any Pre-Petition Secured Creditor New Term Loans under the Pre-Petition Security Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, for (A) the monthly cash payment of current interest and letter of credit fees on the Pre-Petition Secured Indebtedness at the applicable non-default rates applicable on the Petition Date pursuant to the Pre-Petition DocumentPrepetition Credit Facility, (Bviii) a superpriority claim as contemplated by section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, immediately junior to the claims under section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand) and subject to the payment of the Carve-Out, (C) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the Liens granted in favor of the Administrative Agent and the Lenders hereunder and under the other Loan Documents and (D) the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Pre-Petition Document) for the Pre-Petition Agent (including the payment on the Effective Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the fees that are provided for under the Pre-Petition Security Agreement; (iii) shall be in full force and effect; effect and (ivix) shall not have been stayed, reversed, vacated, rescinded, modified or amended in any respect and, if the Interim Order is the subject of a pending appeal in any respect, none of the making of such Extension of Credit, the grant of Liens and Superpriority Claims pursuant to subsection 2.8 or 2.9 or the performance by the Loan Parties of any of their respective obligations hereunder or under the other Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.
Appears in 1 contract
Interim Order. At the time of the Initial Extension making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Initial Lenders Agent and the Banks shall have received, on or before the Effective Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit E A-1 (the “"Interim Order”") approving the Loan Documents and granting the Superpriority Claim status and the senior priming and other Liens described in Section 2.17, 2.23 which Interim Order (i)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (Ci) shall have been entered entered, with the consent or non-objection of a preponderance (as determined by the Agent) of the Existing Lenders upon an application or motion of the Borrower and each Guarantor reasonably satisfactory in form and substance to the Initial LendersAgent, on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the Initial LendersAgent, (Dii) shall authorize extensions of credit in amounts satisfactory to the Agent, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid Fees set forth in connection with the Facilities and Section 2.19, (Eiv) shall have been entered not later than five days after the Petition Date; be in full force and effect, (iiv) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Pre-Petition Secured Creditor Existing Lender under the Pre-Petition Security Existing Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Codecontemplated hereby, for (A) the monthly cash payment of current interest and letter of credit fees (including the payment on the Pre-Petition Secured Indebtedness Closing Date of any such interest and fees that are accrued and unpaid as of the Filing Date) at the applicable non-default rates applicable on the Petition Date (including LIBOR pricing options) provided for pursuant to the Pre-Petition DocumentExisting Agreement (the payments described in this clause to be without prejudice to the rights of any Existing Lender to assert a claim for the payment of additional interest and letters of credit fees calculated at any other applicable rates of interest (including, without limitation, at any default rates), or on any other basis, set forth in the Existing Agreement or to the rights of the Borrower to contest such assertion), (B) a superpriority claim as contemplated by section Section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, Code immediately junior to the claims under section Section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders Banks (without the requirement to file any motion or pleading or to make any demand) and subject to the payment of the Carve-Out), (C) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the priming and other Liens granted in favor of the Administrative Agent and the Lenders Banks hereunder and under the other Loan Documents and Documents, (D) the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Preinternal and third-Petition Documentparty consultants, including financial consultants, and auditors) for the Pre-Petition Agent (including the payment on the Effective Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the administration fees that are provided for under the Pre-Petition Security Existing Agreement; , (iiiE) the receipt of all financial statements and other reports that are furnished to the Banks, (F) so long as no Event of Default and no condition which would constitute an Event of Default with the giving of notice or lapse of time or both shall be in full force and effect; exist, the payment of 50% of the Net Proceeds of asset sales that are permitted by clause (iv) of Section 6.11, and (ivG) such other protection as agreed between the Borrower, the Guarantors and the Existing Lenders, and (vi) shall not have been vacated, stayed, reversed, modified or amended in any respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.
Appears in 1 contract
Sources: Revolving Credit and Guaranty Agreement (Burlington Industries Inc /De/)
Interim Order. At the time of the Initial Extension making of the initial Loans or ------------- at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Initial Lenders Agent and the Banks shall have received, on or before the Effective Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit E A (the “"Interim ------- Order”") approving the Loan Documents and granting the Superpriority Claim status ----- and the senior priming and other Liens described in Section 2.17, 2.23 which Interim Order (i)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (Ci) shall have been entered entered, with the consent or non-objection of a preponderance (as determined by the Agent) of the Existing Lenders, upon an application or motion of the Borrower and each Guarantor reasonably satisfactory in form and substance to the Initial LendersAgent, on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the Initial LendersAgent, (Dii) shall authorize extensions of credit in amounts satisfactory to the Agent, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required Fees referred to be paid in connection with the Facilities and Section 2.19, (Eiv) shall have been entered not later than five days after the Petition Date; be in full force and effect, (iiv) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Pre-Petition Secured Creditor Existing Lender under the Pre-Petition Security Existing Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Codecontemplated hereby, for (A) the monthly cash payment of current interest and letter of credit fees (including the payment on the Pre-Petition Secured Indebtedness Closing Date of any such interest and fees that are accrued and unpaid as of the Filing Date) at the applicable non-default rates applicable on the Petition Date (including LIBOR pricing options) provided for pursuant to the Pre-Petition DocumentExisting Agreement (the payments described in this clause to be without prejudice to the rights of any Existing Lender to assert a claim for the payment of additional interest and letters of credit fees calculated at any other applicable rates of interest (including, without limitation, at any default rates), or on any other basis, set forth in the Existing Agreement or to the rights of the Borrower to contest such assertion), (B) a superpriority claim as contemplated by section Section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, Code immediately junior to the claims under section Section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders Banks (without the requirement to file any motion or pleading or to make any demand) and subject to the payment of the Carve-Out), (C) a Lien on substantially all of the assets of the Borrower and the Guarantors in favor of the Pre-Petition Agent having a priority immediately junior to the priming and other Liens granted in favor of the Administrative Agent and the Lenders Banks hereunder and under the other Loan Documents and Documents, (D) the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Preinternal and third-Petition Documentparty consultants, including financial consultants, and auditors) for the Pre-Petition Agent (including the payment on the Effective Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the administration fees that are provided for under the Pre-Petition Security Existing Agreement; , (iiiE) shall the receipt of all financial statements and other reports that are furnished to the Banks and such other protection as agreed between the Borrower, the Guarantors and the Existing Lenders, (F) the payment for the application to the obligations of the Borrower under the Existing Agreement of 100% of the repatriated funds received from foreign subsidiaries to the extent such funds are not required to be in full force and effect; applied to satisfy the Borrower's Obligations hereunder, and (ivG) shall not have been vacated, stayed, reversed, modified or amended in any respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.
Appears in 1 contract
Sources: Revolving Credit and Guaranty Agreement (Galey & Lord Inc)
Interim Order. At the time of the Initial Extension of Creditinitial Credit Event, the Initial Agents, the Fronting Bank and the DIP Lenders shall have received, on or before the Effective Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit E C (the “"Interim Order”") approving the Loan Documents and granting the Superpriority Claim status and the senior priming and other Liens described in Section 2.17, 2.22 which Interim Order (i)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (Ci) shall have been entered with the consent or non-objection of a preponderance of the Pre-Petition Lenders (as determined by the Co-Lead Arrangers in their sole discretion) upon an application or motion of the Borrower and each Guarantor Loan Parties reasonably satisfactory in form and substance to the Initial LendersCo-Lead Arrangers, on such prior notice to such parties (including the Pre-Petition Lenders) as may in each case be reasonably satisfactory to the Initial LendersCo-Lead Arrangers, (Dii) shall authorize extensions of credit in amounts satisfactory to the Co-Lead Arrangers, (iii) shall approve the payment by the Borrower Loan Parties of all of the fees and expenses that are required Fees referred to be paid in connection with the Facilities and Section 2.18, (Eiv) shall have been entered not later than five days after the Petition Date; be in full force and effect, (iiv) shall have authorized the use by the Borrower and the Guarantors Loan Parties of any cash collateral in which any Pre-Petition Secured Creditor Lender under the Pre-Petition Security Agreement Facilities may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Codecontemplated hereby, for (A) the monthly cash payment of current interest and letter of credit fees (including the payment on the Pre-Closing Date of any such interest and fees that are accrued and unpaid as of the Petition Secured Indebtedness Date) at the applicable non-default base rates plus applicable on the Petition Date margins provided for pursuant to the Pre-Petition DocumentFacilities; provided, that, as additional adequate protection consideration for Pre-Petition Lenders under the Frontier Credit Agreement (as defined in the Interim Order) to consent to the priming of their liens and the use of their Cash Collateral, the payment described in this clause (A) shall be determined by applying the applicable non-default base rate plus applicable margin plus 40 basis points, (B) subject to the Carve-Out a superpriority claim Superpriority Claim as contemplated by section Section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, Code immediately junior to the claims under section Section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent Agents, the Fronting Banks and the DIP Lenders (without and the requirement to file any motion or pleading or to make any demand) and subject to the payment of the CarvePermitted Inter-OutGroup Debt, (C) subject to the Carve-Out a Lien on substantially all of the assets of Loan Parties (or, in the Borrower and the Guarantors case of any Holding Company Guarantor, its Holding Company Specified Assets) having a priority immediately junior to the priming and other Liens granted in favor of the Administrative Agent Agent, the Fronting Banks and the DIP Lenders hereunder and under the other Loan Documents and the Liens securing the Permitted Inter-Group Debt, (D) the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted internal and third-party consultants, including financial consultants, and auditors) incurred by the respective agents under the Pre-Petition Document) for the Pre-Petition Agent Facilities (including the payment on the Effective Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent such agents on a current basis of the administration fees that are provided for under the respective Pre-Petition Security Agreement; (iii) shall be in full force and effect; Facilities and (ivvi) shall not have been stayed, reversed, modified or amended in any respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the extension of any credit pursuant to a Credit Event nor the performance by any Loan Party of any of their respective obligations under any Loan Documents or under any other instrument or agreement referred to therein shall be the subject of a presently effective stay pending appeal. The adequate protection liens and the priority claims granted to the Pre-Petition Lenders as contemplated by the Interim Order shall be limited to an amount equal to the diminution, from and after the date of filing of the Interim Order, in the value of their pre-petition collateral, including, without limitation, the diminution in value of the Pre-Petition Liens as a consequence of the priming liens contemplated hereby.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Frontiervision Holdings Capital Corp)
Interim Order. At the time of the Initial Extension making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Initial Agent and the Lenders shall have received, on or before the Effective Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit E A (the “Interim Order”) approving the Loan Documents and granting the Superpriority Claim status and the senior priming and other Liens described in Section 2.17, 2.23 which Interim Order Order
(i)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (Ci) shall have been entered entered, upon an application or motion of the Borrower and each Guarantor reasonably satisfactory in form and substance to the Initial LendersAgent, on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the Initial LendersAgent and upon consent or non-objection of a preponderance of the financial institutions, as determined by the Agent, that are parties to the Existing Agreements, (Dii) shall authorize extensions of credit in amounts not in excess of an amount to be set forth in the Interim Order, which shall be satisfactory to the Lenders until the entry of the Final Order hereinafter referred to, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid Fees set forth in connection with the Facilities and Section 2.19, (Eiv) shall have been entered not later than five days after the Petition Date; be in full force and effect, (iiv) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Pre-Petition Secured Creditor Existing Lender under the Pre-Petition Security Agreement Existing Agreements may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Codecontemplated hereby, for (A) the monthly cash payment of current interest and letter of credit fees (including the payment on the Pre-Petition Secured Indebtedness Closing Date of any such interest and fees that are accrued and unpaid as of the Filing Date) at the applicable non-default rates applicable on the Petition Date (including LIBOR pricing options) provided for pursuant to the Pre-Petition DocumentExisting 2002 Agreement (the payments described in this clause to be without prejudice to the rights of any Existing Lender to assert a claim for the payment of additional interest and letters of credit fees calculated at any other applicable rates of interest (including, without limitation, at any default rates), or on any other basis, set forth in the Existing Agreements or to the rights of the Borrower to contest such assertion), (B) a superpriority claim as contemplated by section Section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, Code immediately junior to the claims under section Section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand) and subject to the payment of the Carve-Out), (C) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the priming and other Liens granted in favor of the Administrative Agent and the Lenders hereunder and under the other Loan Documents and Documents, (D) the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Preinternal and third-Petition Documentparty consultants, including financial consultants, and auditors) for the Pre-Petition Agent Agents (including the payment on the Effective Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent Agents on a current basis of the administration fees that are provided for under the Pre-Petition Security Agreement; (iii) shall be in full force and effect; Existing Agreements and (ivE) shall not have been stayedsuch other protection as agreed between the Borrower, reversedthe Guarantors and the Existing Lenders, modified or amended in any respect.including financial reporting requirements and receipt of asset sale proceeds after the Escrow Payout Date,
Appears in 1 contract
Interim Order. At the time of the Initial making of the initial Extension of Credit, and in any event no later than five days after the Initial Lenders Petition Date, the Administrative Agent shall have received, on or before the Effective Date, received a certified copy of an order entered by the Bankruptcy Court in substantially the form of Exhibit E (the “Interim Order”) Order approving the Loan Documents and granting the Superpriority Claim status and the Liens described in subsections 2.8 and 2.9 and finding that the Lenders are extending credit to the Borrower in good faith within the meaning of Section 2.17364(e) of the Bankruptcy Code, which Interim Order shall (i)(Ai) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (C) shall have been entered upon an application with the consent or motion non-objection of a majority (as determined by the Administrative Agent) of the Borrower and each Guarantor reasonably satisfactory in form and substance lending institutions party to the Initial Lenders, Prepetition Credit Facility and on such prior notice to such parties (including without limitation, the Prepetition Secured Parties) as may in each case be reasonably satisfactory to the Initial LendersAdministrative Agent, (Dii) shall be in form and substance reasonably satisfactory to the Administrative Agent, (iii) authorize extensions of credit in amounts not in excess of $[100,000,000] (iv) authorize the use of Cash Collateral under the Prepetition Credit Facility and provide for adequate protection in favor of the Prepetition Secured Parties as set forth in subsection 2.8(c), (v) contain customary provisions regarding challenges to the prepetition claims and liens of the Prepetition Secured Parties, Section 506(c) of the Bankruptcy Code and other matters, (vi) approve the payment by the Borrower of all Fees, (vii) approve repayment in full of the fees and expenses that are required to be paid in connection with 2008 Revolving Loans, the Facilities and (E) shall have been entered not later than five days after 2008 Swingline Loans, the Petition Date; (ii) shall have authorized the use by the Borrower 2008 Reimbursement Obligations and the Guarantors of any cash collateral in which any Pre-Petition Secured Creditor New Term Loans under the Pre-Petition Security Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, for (A) the monthly cash payment of current interest and letter of credit fees on the Pre-Petition Secured Indebtedness at the applicable non-default rates applicable on the Petition Date pursuant to the Pre-Petition DocumentPrepetition Credit Facility, (Bviii) a superpriority claim as contemplated by section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, immediately junior to the claims under section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand) and subject to the payment of the Carve-Out, (C) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the Liens granted in favor of the Administrative Agent and the Lenders hereunder and under the other Loan Documents and (D) the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Pre-Petition Document) for the Pre-Petition Agent (including the payment on the Effective Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the fees that are provided for under the Pre-Petition Security Agreement; (iii) shall be in full force and effect; effect and (ivix) shall not have been stayed, reversed, vacated, rescinded, modified or amended in any respect and, if the Interim Order is the subject of a pending appeal in any respect, none of the making of such Extension of Credit, the grant of Liens and Superpriority Claims pursuant to subsection 2.8 or 2.9 or the performance by the Loan Parties of any of their respective obligations hereunder or under the other Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.
Appears in 1 contract
Sources: Credit and Guarantee Agreement
Interim Order. At The Administrative Agent and the time of the Initial Extension of Credit, the Initial Required Lenders shall have received, on or before received satisfactory evidence of the Effective Date, a certified copy of an order entered entry by the Bankruptcy Court of an interim order under Section 364 of the Bankruptcy Code in substantially the form of Exhibit E K or otherwise in form and substance satisfactory to the Administrative Agent (the “Interim Order”) approving the Loan Fundamental Documents and granting the Superpriority Claim superpriority claim status and the senior priming and other Liens described in Section 2.17, 2.16 which Interim Order (i)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (Ci) shall have been entered upon an application or motion of the Borrower and each Guarantor reasonably satisfactory in form and substance to the Initial LendersAdministrative Agent, on such prior notice to such parties as may in each case be reasonably satisfactory to the Initial LendersAdministrative Agent, (Dii) shall authorize extensions of Loans and Letters of Credit on an interim basis in an aggregate amount at any one time outstanding not in excess of $7,500,000.00 in the aggregate, (iii) shall approve the payment by the Borrower of 50% of the Up-Front Fees and all of the fees and expenses that are required referred to be paid in connection with the Facilities and Section 2.4(c), (Eiv) shall have been entered not later than five days after the Petition Date; be in full force and effect, (iiv) shall have authorized the use by the Borrower and the Guarantors Credit Parties of any cash collateral in which any Pre-Petition Secured Creditor lender under the Pre-Petition Security Agreement Existing Facilities and in which any Specified Guild may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Codecontemplated hereby, for such protection that is satisfactory to the Administrative Agent, including (A) the monthly cash payment of current interest and letter of credit fees on the Pre-Petition Secured Indebtedness at the applicable non-default rates applicable on the Petition Date pursuant to the Pre-Petition Document, (B) a superpriority claim claims as contemplated by section Section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value each of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, immediately which shall be junior to the Carve-Out and the claims under section Section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders Lenders, (without B) replacement Liens on (in the requirement to file any motion or pleading or to make any demand) and subject to the payment case of the Carve-Out, (CExisting First Lien Agent and the Existing Second Lien Agent) a Lien on substantially all of the assets of the Borrower Credit Parties and (in the Guarantors having a priority immediately case of the Specified Guilds) certain of the Credit Parties’ Items of Product on which the Guild Liens were prior to the Filing Date senior to the Liens of the Existing First Lien Agent (on an uncrossed, Guild-by-Guild and film-by-film basis), each of which replacement Liens shall be junior to the Carve-Out and the Liens granted in favor of held by the Administrative Agent and the Lenders hereunder and under the other Loan Documents Facility, and (D) shall have such additional relative priorities as are set forth in the payment on a current basis of the reasonable fees and disbursements of respective professionals (includingInterim Order, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Pre-Petition Document) for the Pre-Petition Agent (including the payment on the Effective Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the fees that are provided for under the Pre-Petition Security Agreement; (iii) shall be in full force and effect; and (iv) shall not have been stayed, reversed, modified or amended in any respect.and
Appears in 1 contract
Interim Order. At The interim order approving the time of DIP Facility, which shall include the Initial Extension of Credit, terms hereof and shall otherwise be in form and substance reasonably acceptable to the Initial Lenders shall have received, on or before DIP Agent and the Effective Date, a certified copy of an order entered by the Bankruptcy Court in substantially the form of Exhibit E DIP Lender (the “Interim Order”) approving ), shall, among other things, authorize and approve:
i. the Loan Documents and granting the Superpriority Claim status terms set forth in this Term Sheet and the Liens entry into the Commitment Letter to which this Term Sheet is attached;
ii. the Initial Draw;
iii. the making of the DIP Loans;
iv. the granting of the superpriority claims and liens against the Debtors and their assets in accordance with this Term Sheet and the DIP Documents with respect to the DIP Collateral;
v. the payment of all fees and expenses (including the fees and expenses of outside counsel and financial advisors) required to be paid to the DIP Agent and the DIP Lender as described in Section 2.17herein under the heading “Indemnification and Reimbursement of Expenses” by the Debtors; it being acknowledged and agreed that all such fees and expenses may and will be withheld from the Initial Draw for direct payment thereof (to the DIP Agent, the DIP Lenders or such counsel and financial advisors) from such Initial Draw (without reducing the obligations of the Debtor to repay the entire amount of the Initial Draw); provided, however, notwithstanding anything to the contrary, fees and expenses incurred by the DIP Agent and the DIP Lender prior to the Interim Order and reimbursable pursuant to this clause (v) shall be limited to the fees and expenses of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as counsel to the DIP Agent and the DIP Lender.
vi. the termination of the Existing DIP Credit Agreement and related documents and all liens granted thereunder (and/or the interim order approving such Existing DIP Credit Agreement) as security therefor; and
vii. the calculations and payment of the Monthly DIP Agent Fee, the Upfront Premium, the Extension Fee and the Exit Premium, which Interim Order (i)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment fee payments shall not be subject to any future challenge by any Personreduction, (C) setoff or recoupment, and shall have been entered be fully earned upon an application or motion entry of the Borrower and each Guarantor reasonably satisfactory in form and substance to the Initial Lenders, on such prior notice to such parties as may in each case be reasonably satisfactory to the Initial Lenders, (D) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid in connection with the Facilities and (E) shall have been entered not later than five days after the Petition Date; (ii) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Pre-Petition Secured Creditor under the Pre-Petition Security Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, for (A) the monthly cash payment of current interest and letter of credit fees on the Pre-Petition Secured Indebtedness at the applicable non-default rates applicable on the Petition Date pursuant to the Pre-Petition Document, (B) a superpriority claim as contemplated by section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, immediately junior to the claims under section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand) and subject to the payment of the Carve-Out, (C) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the Liens granted in favor of the Administrative Agent and the Lenders hereunder and under the other Loan Documents and (D) the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Pre-Petition Document) for the Pre-Petition Agent (including the payment on the Effective Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the fees that are provided for under the Pre-Petition Security Agreement; (iii) shall be in full force and effect; and (iv) shall not have been stayed, reversed, modified or amended in any respectInterim Order.
Appears in 1 contract
Sources: Loan and Security Agreement (Core Scientific, Inc./Tx)
Interim Order. At the time of the Initial Extension making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Initial Agent and the Lenders shall have received, on or before the Effective Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit E A (the “"Interim Order”") approving the Loan Documents and granting the Superpriority Claim status and the senior priming and other Liens described in Section 2.17, 2.23 which Interim Order (i)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (Ci) shall have been entered entered, upon an application or motion of the Borrower and each Guarantor reasonably satisfactory in form and substance to the Initial LendersAgent, on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the Initial LendersAgent and upon consent or non-objection of a preponderance of the financial institutions, as determined by the Agent, that are parties to the Existing Agreements, (Dii) shall authorize extensions of credit in amounts not in excess of an amount to be set forth in the Interim Order, which shall be satisfactory to the Lenders until the entry of the Final Order hereinafter referred to, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid Fees set forth in connection with the Facilities and Section 2.19, (Eiv) shall have been entered not later than five days after the Petition Date; be in full force and effect, (iiv) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Pre-Petition Secured Creditor Existing Lender under the Pre-Petition Security Agreement Existing Agreements may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Codecontemplated hereby, for (A) the monthly cash payment of current interest and letter of credit fees (including the payment on the Pre-Petition Secured Indebtedness Closing Date of any such interest and fees that are accrued and unpaid as of the Filing Date) at the applicable non-default rates applicable on the Petition Date (including LIBOR pricing options) provided for pursuant to the Pre-Petition DocumentExisting 2002 Agreement (the payments described in this clause to be without prejudice to the rights of any Existing Lender to assert a claim for the payment of additional interest and letters of credit fees calculated at any other applicable rates of interest (including, without limitation, at any default rates), or on any other basis, set forth in the Existing Agreements or to the rights of the Borrower to contest such assertion), (B) a superpriority claim as contemplated by section Section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, Code immediately junior to the claims under section 364(c)(1Section 364(c)
(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand) and subject to the payment of the Carve-Out), (C) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the priming and other Liens granted in favor of the Administrative Agent and the Lenders hereunder and under the other Loan Documents and Documents, (D) the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Preinternal and third-Petition Documentparty consultants, including financial consultants, and auditors) for the Pre-Petition Agent Agents (including the payment on the Effective Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent Agents on a current basis of the administration fees that are provided for under the Existing Agreements and (E) such other protection as agreed between the Borrower, the Guarantors and the Existing Lenders, including financial reporting requirements and receipt of asset sale proceeds after the Escrow Payout Date, (vi) shall authorize the Borrower and the Pre-Petition Security Agreement; Agents, without further approval or consent from any party (iii) shall be in full force and effect; including any Existing Lender), to agree to extend the expiration date of expiring letters of credit under the Existing Agreements for a period not to exceed one year and (ivvii) shall not have been vacated, stayed, reversed, modified or amended in any respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.
Appears in 1 contract
Sources: Revolving Credit and Guaranty Agreement (McLeodusa Inc)
Interim Order. At The Bankruptcy Court shall have entered the time Interim Order, which (i) shall have been entered upon an application of the Initial Extension Borrower satisfactory in form and substance to the Administrative Agent, (ii) shall contain the approval of Credit, this Agreement and the Initial Lenders shall have received, on or before the Effective Date, a certified copy of an order entered by the Bankruptcy Court in substantially the form of Exhibit E (the “Interim Order”) approving the other Loan Documents to which any Loan Party is a party to and the transactions contemplated hereby and thereby and granting the Superpriority Super-Priority Claim status and the Liens described in Section 2.1711.1 and finding that the Lenders are extending credit to the Borrower in good faith within the meaning of section 364(e) of the Bankruptcy Code, which Interim Order (i)(Aiii) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (C) shall have been entered upon an application or motion of the Borrower and each Guarantor reasonably satisfactory in form and substance to the Initial Lenders, on such prior notice to such parties as may in each case be reasonably satisfactory to the Initial Lenders, (D) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid in connection with the Facilities and (E) shall have been entered not later than five days after the Petition Date; (ii) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Pre-Petition Secured Creditor under the Pre-Petition Security Agreement may have an interest and shall have providedprovide, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy CodePrepetition Lenders, for that (A) all accrued and unpaid interest due and payable to the monthly cash payment Prepetition Lenders under the terms of current interest and letter of credit fees the Prepetition Credit Agreement prior to the Petition Date be paid on the Pre-Petition Secured Indebtedness Date to the Prepetition Lenders at the Prepetition Default Rate and (B) all interest that accrues on the Prepetition Obligations after the Petition Date shall be payable in accordance with the terms of the Prepetition Credit Agreement at the applicable non-default rates applicable on the Petition Date pursuant to the Pre-Petition Documentrate, (Biv) a superpriority claim shall provide, as contemplated by section 507(b) adequate protection for the Prepetition Lenders, the Prepetition Agent with replacement Liens for the benefit of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower itself and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, immediately junior to the claims under section 364(c)(1Prepetition Lenders on (A) of the Bankruptcy Code held by the Administrative Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand) and subject to the payment of the Carve-Out, (C) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to securing the Liens granted in favor Prepetition Obligations and (B) any assets of the Administrative Agent Borrower and the Lenders hereunder and under Guarantors that secure the other Loan Documents and Obligations, but which do not secure the Prepetition Obligations, (Dv) shall be certified by the payment on a current basis Clerk of the reasonable fees and disbursements of respective professionals Bankruptcy Court as having been duly entered, (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Pre-Petition Document) for the Pre-Petition Agent (including the payment on the Effective Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the fees that are provided for under the Pre-Petition Security Agreement; (iiivi) shall be in full force and effect; effect and (ivvii) shall not have been stayedvacated, reversed, modified modified, amended or amended in any respectstayed without the prior written consent of the Administrative Agent and the Requisite Lenders.
Appears in 1 contract
Interim Order. At Not later than ten (10) days following the time of the Initial Extension of CreditFiling Date, the Initial Administrative Agent and the Lenders shall have received, on or before the Effective Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit E A-l (the “Interim Order”"INTERIM ORDER") approving the Loan Documents and granting the Superpriority Claim status and the senior priming and other Liens described in Section 2.17, 2.22 which Interim Order (i)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (Ci) shall have been entered upon an application or motion of the Borrower and each Guarantor Debtors reasonably satisfactory in form and substance to the Initial Lenders, Administrative Agent and on such prior notice to such parties as may in each case be reasonably satisfactory to the Initial LendersAdministrative Agent, (Dii) shall authorize extensions of credit in amounts satisfactory to the Administrative Agent, (iii) shall approve the payment by the Borrower of all of the fees Fees set forth in Sections 2.18, 2.19 and expenses that are required to be paid in connection with the Facilities and 2.20, (Eiv) shall have been entered not later than five days after the Petition Date; be in full force and effect, (iiv) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Pre-Petition Secured Creditor under the Pre-Petition Security Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, for (A) the monthly cash payment of current interest and letter of credit fees on the Pre-Petition Secured Indebtedness at the applicable non-default rates applicable on the Petition Date pursuant to the Pre-Petition Document, (B) a superpriority claim as contemplated by section 507(b) extent of the Bankruptcy Code, limited in amount to the any diminution in value of the Pre-Petition Collateral to the extent of Lenders' interest in the Pre-Petition Secured IndebtednessCollateral after the Filing Date: (A) subject to the entry of the Final Order, resulting payments in respect of unpaid interest, letter of credit fees and other fees and payments (including the payment on the Closing Date of any such interest and fees that are accrued and unpaid as of the Filing Date) at the applicable non-default rates (including LIBOR pricing options) provided for pursuant to the Pre-Petition Agreements (the payments described in this clause to be without prejudice to the rights of any Pre-Petition Lender to assert a claim in the Cases for the payment of additional interest calculated at any other applicable rates of interest, or on any other basis, set forth in the Pre-Petition Agreements) as follows:
(1) provided that the Borrower shall then be in compliance with the Consolidated EBITDA and Domestic EBITDA covenants set forth in Section 6.5 in respect of the prior calendar month, on July 1, 2002 and on the first Business Day of each calendar quarter thereafter, a payment (each, an "INITIAL PAYMENT") in respect of such accrued and unpaid interest, letter of credit and other fees and payments; provided that no such Initial Payment shall be made to the extent that on the last Business Day of the immediately preceding calendar quarter, after giving effect to such Initial Payment, Minimum Liquidity is less than $50,000,000; provided, further, that the sum of all Initial Payments shall not exceed $10,000,000, or such greater amount, not in excess of $20,000,000, as determined by the Initial Lenders and set forth in the Borrowing Base Addendum, (2) on October 1, 2002 and the first Business Day of each calendar quarter thereafter a payment in respect of all such accrued and unpaid interest and fees, each in an amount (the "PERMITTED PAYMENT AMOUNT") up to the amount which, when added to the sum of all prior Permitted Payment Amounts paid hereunder (such prior payments, collectively, but excluding all Initial Payments, the "AGGREGATE PRIOR PAYMENT AMOUNT"), would cause the ratio of (1) the difference between (a) cumulative Domestic EBITDA for the current Measurement Period minus (b) cumulative Capital Expenditures for such Measurement Period, to (2) the sum of the current Permitted Payment Amount proposed to be made and the Aggregate Prior Payment Amount, to be equal to 1.05:1.0; provided that no such payment shall be made to the extent that (i) such payment would cause such ratio to be less than 1.05:1.00 or (ii) on such last Business Day of the immediately preceding calendar quarter, after giving effect to the payment of such Permitted Payment Amount, the Minimum Liquidity is less than $50,000,000, and (3) on February 1, 2002 and on the first Business Day of each fiscal quarter thereafter a payment in respect of all such accrued and unpaid interest and fees, each in an amount up to the aggregate amount of payments received by the Borrower or any Guarantor from one or more Foreign Subsidiaries (in the saleform of dividends, lease distributions, loan payments, repayments, prepayments or use by otherwise) during the immediately preceding fiscal quarter (less the amount of such payments received from Foreign Subsidiaries in Germany or from Hayes Lemmerz Fabricated Holdings, B.V. which payments shall be appl▇▇▇ ▇o repay the then outstanding Intercompany Loans to Foreign Subsidiaries in Germany or to Hayes Lemmerz Fabricated Holdings, B.V. made pursuant to Section 2.2▇); ▇rovided, that no such payment shall be made to the extent that on the last Business Day of the immediately preceding fiscal quarter, after giving effect to the proposed payment to be made, the Minimum Liquidity is less than $50,000,000; (B) a Superpriority Claim (which claim shall be payable from and have recourse to all pre-and post-petition property of the Borrower and the Guarantors of any Pre-Petition Collateralincluding, the priming Liens described without limitation, all proceeds, dividends, distributions and other amounts received or realized in Section 2.17 and the imposition respect of the automatic stay pursuant to section 362 Excluded Stock) contemplated by Section 507(b) of the Bankruptcy Code having a priority over all administrative expenses of the kind specified in Sections 503(b) and 507(b) of the Code, immediately junior only to the claims under section Section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand) and subject to the payment in respect of the Carve-Out, Obligations; (C) a Lien second priority adequate protection lien on substantially all of the assets property of the Borrower and the Guarantors having which adequate protection lien shall have a priority immediately junior to the Liens priming and other liens granted in favor of the Administrative Agent and the Lenders hereunder and under in respect of the other Loan Documents Obligations; and (D) the payment on a current basis of the reasonable fees and disbursements of respective professionals expenses (including, but not limited to, the reasonable fees and disbursements of external counsel and advisers as permitted under the Prethird-Petition Documentparty consultants, including financial consultants, and auditors) for incurred by the Pre-Petition Agent and the Pre-Petition Lenders, to the extent provided in the Pre-Petition Agreement, (including the payment on the Effective Date or as soon thereafter as is practicable of any unpaid pre-petition professional fees and expenses); (clauses (A), (B), (C) and (D) being collectively referred to herein as the continuation of the payment to the Pre-Petition Agent on a current basis of the fees that are provided for under the Pre-Petition Security Agreement; "ADEQUATE PROTECTION OBLIGATIONS"), (iii) shall be in full force and effect; and (ivvi) shall not have been stayed, reversed, modified or amended in any respect, except as approved by the Administrative Agent, in its sole discretion, and (vii) shall be entered with the consent or non-objection of a preponderance (as determined by the Administrative Agent in its sole discretion) of both (A) the Pre-Petition Lenders and (B) the lenders party to the Synthetic Lease Documents (solely with respect to the Subordinate Synthetic Lease Lien), taken as a whole; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loan nor the issuance of such Letter of Credit nor the performance by the Borrower or any Guarantor of any of their respective obligations hereunder or under the other Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal. No other claim having a priority superior to or pari passu with those granted by the Interim Order (i) to the Administrative Agent and the Lenders and (ii) to the Pre-Petition Agent and the Pre-Petition Lenders, respectively, shall be granted while any portion of the Loans or the Total Commitment hereunder remains outstanding or any Adequate Protection Obligations remain outstanding. The claims and liens described in clauses (A), (B) and (C) in the definition of "Adequate Protection Obligations" above shall be subject to the Carve-Out.
Appears in 1 contract
Sources: Revolving Credit and Guaranty Agreement (Hayes Lemmerz International Inc)
Interim Order. At the time of the Initial Extension making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Initial Agent and the Lenders shall have received, on or before the Effective Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit E A-1 (the “"Interim Order”") approving the Loan Documents and granting the Superpriority Claim status and the senior priming and other Liens described in Section 2.17, 2.23 which Interim Order (i)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (Ci) shall have been entered entered, with the consent or non-objection of a preponderance (as determined by the Agent) of the Existing Lenders upon an application or motion of the Borrower and each Guarantor reasonably satisfactory in form and substance to the Initial LendersAgent, on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the Initial LendersAgent, (Dii) shall authorize extensions of credit in amounts satisfactory to the Agent, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid Fees set forth in connection with the Facilities and Section 2.19, (Eiv) shall have been entered not later than five days after the Petition Date; be in full force and effect, (iiv) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Pre-Petition Secured Creditor Existing Lender under the Pre-Petition Security Agreement Existing Agreements may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Codecontemplated hereby, for (A) the monthly cash payment of current interest and letter of credit fees on the Pre-Petition Secured Indebtedness at the applicable non-default rates applicable on the Petition Date pursuant to the Pre-Petition Document, (B) a superpriority claim as contemplated by section Section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, Code immediately junior to the claims under section Section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand) and subject to the payment of the Carve-Out), (CB) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the priming and other Liens granted in favor of the Administrative Agent and the Lenders hereunder and under the other Loan Documents and Documents, (DC) the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Preinternal and third-Petition Documentparty consultants, including financial consultants, and auditors) for the Pre-Petition Agent and of King & Spalding, counsel to the note holders under the Senior Note Agreements (including the payment on the Effective Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the administration fees that are provided for under the Pre-Petition Security Agreement; Existing Agreements, (iiiD) shall be the receipt of all financial statements and other reports, pleadings, motions, applications, judicial information and other documents filed with the Bankruptcy Court that are furnished to the Lenders, (E) following the payment in full force of all Loans, the cash collateralization of all Letters of Credit and effect; the termination of the Total Commitment, 100% of the Net Proceeds from the sale or other disposition of any of the assets or properties of the Borrower or the Guarantors will be paid to the Existing Lenders and (ivF) such other protection as agreed between the Borrower, the Guarantors and the Existing Lenders, and (vi) shall not have been vacated, stayed, reversed, modified or amended in any respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.
Appears in 1 contract
Sources: Revolving Credit and Guaranty Agreement (Guilford Mills Inc)
Interim Order. At the time of the Initial Extension of Credit, the The Initial Lenders shall have received, on or before the Effective Date, a certified copy of an order entered by the Bankruptcy Court in substantially the form of Exhibit E E, or otherwise in form and substance reasonably satisfactory to the Administrative Agent (the “Interim Order”) ), approving the Loan Documents and granting the Superpriority Claim status and the Liens described in Section 2.17, which Interim Order (i)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 450,000,000, and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (C) shall have been entered upon an application or motion of the Borrower and each Guarantor reasonably satisfactory in form and substance to the Initial Lenders, on such prior notice to such parties as may in each case be reasonably satisfactory to the Initial Lenders, (D) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid in connection with the Facilities and (E) shall have been entered not later than five days after the Petition DateFacilities; (ii) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Pre-Petition Secured Creditor under the Pre-Petition Security Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, for (A) the monthly cash payment of current interest and letter of credit fees on the Pre-Petition Secured Indebtedness at the applicable non-default rates applicable on the Petition Date pursuant to the Pre-Petition Document, (B) a superpriority claim as contemplated by section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, immediately junior to the claims under section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand) and subject to the payment of the Carve-Out, (C) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the Liens granted in favor of the Administrative Agent and the Lenders hereunder and under the other Loan Documents and (D) the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Pre-Petition Document) for the Pre-Petition Agent (including the payment on the Effective Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the fees that are provided for under the Pre-Petition Security Agreement; (iii) shall be in full force and effect; and (iv) shall not have been stayed, reversed, modified or amended in any respect.
Appears in 1 contract
Sources: Senior Secured Debtor in Possession Credit Agreement (Chemtura CORP)
Interim Order. At the time of the Initial Extension making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Initial Agent and the Lenders shall have received, on or before the Effective Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit E A (the “"Interim Order”") approving the Loan Documents and granting the Superpriority Claim status and the senior priming and other Liens described in Section 2.17, 2.23 which Interim Order (i)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (Ci) shall have been entered entered, with the consent or non-objection of a preponderance (as determined by the Agent) of the Pre-Petition Lenders, upon an application or motion of the Borrower and each Guarantor reasonably satisfactory in form and substance to the Initial LendersAgent, on such prior notice to such parties (including the Pre-Petition Lenders) as may in each case be reasonably satisfactory to the Initial LendersAgent, (Dii) shall authorize extensions of credit in amounts not in excess of $10,000,000 in the aggregate, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required Fees referred to be paid in connection with the Facilities and Section 2.19, (Eiv) shall have been entered not later than five days after the Petition Date; be in full force and effect, (iiv) shall have authorized the use by the Borrower and the Guarantors Holdings of any cash collateral in which any Pre-Petition Secured Creditor Lender under the Pre-Petition Security Credit Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Codecontemplated hereby, for (A) the monthly cash payment of current interest and letter of credit fees (including the payment on the Pre-Petition Secured Indebtedness Closing Date of any such interest and fees that are accrued and unpaid as of the Filing Date) at the applicable non-default rates applicable on the Petition Date provided for pursuant to the Pre-Petition DocumentCredit Agreement (the payments described in this clause to be without prejudice to the rights of any Pre-Petition Lender to assert a claim for the payment of additional interest and letters of credit fees calculated at any other applicable rates of interest (including, without limitation, at any default rates), or on any other basis, set forth in the Pre-Petition Credit Agreement or to the rights of the Borrower to contest such assertion), (B) a superpriority claim as contemplated by section Section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, Code immediately junior to the claims under section Section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand) and subject to the payment of the Carve-Out), (C) a Lien on substantially all of the assets of the Borrower and the Guarantors Holdings having a priority immediately junior to the priming and other Liens granted in favor of the Administrative Agent and the Lenders hereunder and under the other Loan Documents and Documents, (D) the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Preinternal and third-Petition Documentparty consultants, including financial consultants, and auditors) for the Pre-Petition Agent (including the payment on the Effective Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the members of the Bank Steering Committee in their capacity as such and the continuation of the payment to the Pre-Petition Agent on a current basis of the administration and letter of credit fees that are provided for under the Pre-Petition Security Credit Agreement; , and (iiiE) such other protection as agreed between the Borrower, the Guarantors and the Pre-Petition Lenders, (vi) shall contain customary provisions regarding challenges to the pre-petition claims and liens of the parties to be in full force primed under clause (v) above, Section 506(c) of the Bankruptcy Code and effectother matters; and (ivvii) shall not have been vacated, stayed, reversed, modified or amended in any respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.
Appears in 1 contract
Interim Order. At the time of the Initial Extension making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Initial Agent and the Lenders shall have received, on or before received satisfactory evidence of the Effective Date, a certified copy entry of an order entered by of the Bankruptcy Court in substantially the form of Exhibit E A (the “Interim Order”"INTERIM ORDER") approving the Loan Documents and granting the Superpriority Claim status and the senior priming and other Liens described in Section 2.17, 2.23 which Interim Order (i)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (Ci) shall have been entered entered, with the consent or non-objection of a preponderance (as determined by the Agent) of the Existing Lenders, upon an application or motion of the Borrower and each Guarantor reasonably satisfactory in form and substance to the Initial LendersAgent, on such prior notice to such parties (including the Existing Lenders) as may in each case be reasonably satisfactory to the Initial LendersAgent, (Dii) shall authorize extensions of credit in amounts not in excess of $25,000,000 in the aggregate, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required Fees referred to be paid in connection with the Facilities and Section 2.19, (Eiv) shall have been entered not later than five days after the Petition Date; be in full force and effect, (iiv) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Pre-Petition Secured Creditor Existing Lender under the Pre-Petition Security Existing Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Codecontemplated hereby, for (A) the monthly cash payment of current interest and letter of credit fees (including the payment on the Pre-Petition Secured Indebtedness Closing Date of any such interest and fees that are accrued and unpaid as of the Filing Date) at the applicable non-default rates applicable on the Petition Date at which such interest and fees were being paid pursuant to the Pre-Petition DocumentExisting Agreement for the period immediately prior to the Filing Date (the payments described in this clause to be without prejudice to the rights of any Existing Lender to assert a claim for the payment of additional interest and letters of credit fees calculated at any other applicable rates of interest (including, without limitation, at any default rates), or on any other basis, set forth in the Existing Agreement or to the rights of the Borrower to contest such assertion), (B) a superpriority claim as contemplated by section Section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, Code immediately junior to the claims under section Section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand) and subject to the payment of the Carve-Out), (C) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the priming and other Liens granted in favor of the Administrative Agent and the Lenders hereunder and under the other Loan Documents and Documents, (D) the payment on a current and monthly basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Preinternal and third-Petition Documentparty consultants, including financial consultants, and auditors) for the Pre-Petition Agent (including the payment on the Effective Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the administration fees that are provided for under the Existing Agreement, (E) pending the entry of the Final Order, the receipt of a weekly budget showing the Borrower's use of cash collateral in which any Existing Lender under the Existing Agreement may have an interest, (F) reasonable access during normal business hours by ▇▇▇▇▇▇▇ and Marsal ("A&M"), or any successor advisor as the representative of the Pre-Petition Security Agreement; Agent, to all documentation, places of business, officers, consultants and employees of the Borrower, (iiiG) shall be in full force receipt of such financial information concerning the Borrower and effectthe Guarantors' cash flow, business plan and other aspects of its operations as A&M or such successor may reasonably request from time to time, all without material disruption to the operation of the business of any of the Borrower or the Guarantors, and (H) the receipt of all financial statements, borrowing base certificates and other reports that are furnished to the Lenders and such other protection as agreed between the Borrower, the Guarantors and the Existing Lenders; and (ivvi) shall not have been vacated, stayed, reversed, modified or amended in 40 any respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.
Appears in 1 contract
Sources: Revolving Credit and Guaranty Agreement (Polymer Group Inc)
Interim Order. At the time of the Initial Extension making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Initial Agents and the Lenders shall have received, on or before received satisfactory evidence of the Effective Date, a certified copy entry of an order entered by of the Bankruptcy Court in substantially the form of Exhibit E A-1 (the “"Interim Order”") approving the Loan Documents and granting the Superpriority Claim status and the senior priming and other Liens described in Section 2.17, 2.25 which Interim Order (i)(Ai) shall authorize extensions of credit in respect amounts not in excess of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000950,000,000, (Bii) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (C) shall have been entered upon an application or motion of the Borrower and each Guarantor reasonably satisfactory in form and substance to the Initial Lenders, on such prior notice to such parties as may in each case be reasonably satisfactory to the Initial Lenders, (D) shall approve the payment by the Borrower of all of fees provided for herein and in the fees fee letter described in Section 2.21, (iii) shall be in form and expenses that are required substance reasonably satisfactory to be paid in connection with the Facilities and Agents, (Eiv) shall have been entered not later than five fifteen (15) days after following the Petition Filing Date; , (iiv) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Pre-Petition Secured Creditor Existing Lender under the Pre-Petition Security Existing Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Codecontemplated hereby, for (A) the monthly cash payment of current interest and letter of credit fees (including the payment on the Pre-Petition Secured Indebtedness Closing Date of any such interest and fees that are accrued and unpaid as of the Filing Date) at the applicable non-default rates applicable on the Petition Filing Date (including LIBOR pricing options) pursuant to the Pre-Petition DocumentExisting Agreement (the payments described in this clause to be without prejudice to the rights of any Existing Lender to assert a claim for the payment of additional interest and letters of credit fees calculated at any other applicable rates of interest (including at any default rates), or on any other basis, set forth in the Existing Agreement or to the rights of the Borrower or any other Person to contest such assertion), (B) a superpriority claim as contemplated by section Section 507(b) of the Bankruptcy Code, limited in amount to the aggregate diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured IndebtednessExisting Collateral, including any such diminution resulting from the sale, lease or use by the Borrower and the Guarantors (or other decline in value) of cash collateral and any Pre-Petition other Existing Collateral, the priming Liens described of the Existing Agent's security interests and liens in Section 2.17 the Existing Collateral by the Agent and the Lenders pursuant to the Loan Documents and the Interim Order, and the imposition of the automatic stay pursuant to section Section 362 of the Bankruptcy Code, immediately junior to the claims under section Section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand) and subject subject, only in the event of the occurrence and during the continuance of an Event of Default, to the payment of the Carve-Out, (C) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the priming and other Liens granted in favor of the Administrative Agent and the Lenders hereunder and under the other Loan Documents and (D) the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Preinternal and third-Petition Documentparty consultants, including financial consultants, and auditors) for the Pre-Petition Existing Agent (including the payment on the Effective Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Existing Agent on a current basis of the administration fees that are provided for under the Pre-Petition Security Agreement; (iii) shall be in full force and effect; Existing Agreement and (ivvi) shall not have been vacated, stayed, reversed, modified or amended in any respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.
Appears in 1 contract
Sources: Revolving Credit, Term Loan and Guaranty Agreement (Delphi Corp)
Interim Order. At the time of the Initial Extension making of the initial Loans or at the time of the issuance of the initial Letters of Credit, whichever first occurs, the Initial Agent and the DIP Lenders shall have received, on or before the Effective Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit E C (the “Interim Order”"INTERIM ORDER") approving the Loan Documents and granting the Superpriority Claim status and the senior priming and other Liens described in Section 2.17, 2.23 which Interim Order (i)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (Ci) shall have been entered entered, with the consent or non-objection of a preponderance, as determined by the Agent in its sole judgment, of the Pre-Petition Lenders, upon an application or motion of the Borrower and each Guarantor reasonably satisfactory in form and substance to the Initial LendersAgent, on such prior notice to such parties (including the Pre-Petition Lenders) as may in each case be reasonably satisfactory to the Initial LendersAgent, (Dii) shall authorize extensions of credit in amounts satisfactory to the Agent, (iii) shall approve the payment by the Borrower of all of the fees and expenses that are required Fees referred to be paid in connection with the Facilities and Section 2.19, (Eiv) shall have been entered not later than five days after the Petition Date; be in full force and effect, (iiv) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Pre-Petition Secured Creditor Lender under the Pre-Petition Security Credit Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Codecontemplated hereby, for (A) the monthly cash payment of current interest and letter of credit fees on the Pre-Petition Secured Indebtedness at the applicable non-default rates applicable on the Petition Date pursuant to the Pre-Petition Document, (B) a superpriority claim Superpriority Claim as contemplated by section Section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, Code immediately junior to the claims under section Section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand) and subject to the payment of the Carve-OutDIP Lenders, (CB) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the priming and other Liens granted in favor of the Administrative Agent and the DIP Lenders hereunder and under the other Loan Documents and Documents, (DC) the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Preinternal and third-Petition Documentparty consultants, including financial consultants, and auditors) for the Pre-Petition Agent (including the payment on the Effective Closing Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the administration fees that are provided for under the Pre-Petition Security Agreement; (iii) shall be in full force and effect; Credit Agreement and (ivE) the payment to the Pre-Petition Lenders (to be applied as provided for in the Pre-Petition Credit Agreement) of the Net Proceeds of the sale of assets on which they have Liens (including, without limitation, any sale of any collateral granted by an MBE Company) to the extent such Net Proceeds are not required to be paid to the Agent and the DIP Lenders hereunder (such payments to the Pre-Petition Lenders to be made each time that cumulative Net Proceeds that are so payable, but have not yet been paid, reach $100,000) and (vi) shall not have been stayed, reversed, modified or amended in any respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the making of such Loans nor the issuance of such Letter of Credit nor the performance by the Borrower or any of the Guarantors of any of their respective obligations hereunder or under the Loan Documents or under any other instrument or agreement referred to herein shall be the subject of a presently effective stay pending appeal.
Appears in 1 contract
Sources: Revolving Credit and Guaranty Agreement (Us Office Products Co)
Interim Order. At the time of the Initial Extension of Creditinitial Credit Event, the Initial Agents, the Fronting Bank and the DIP Lenders shall have received, on or before the Effective Date, received a certified copy of an order entered by of the Bankruptcy Court in substantially the form of Exhibit E C (the “"Interim Order”") approving the Loan Documents and granting the Superpriority Claim status and the senior priming and other Liens described in Section 2.17, 2.24 which Interim Order (i)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (Ci) shall have been entered with the consent or non-objection of a preponderance of the Pre-Petition Lenders (as determined by the Co-Lead Arrangers in their sole discretion) upon an application or motion of the Borrower and each Guarantor Loan Parties reasonably satisfactory in form and substance to the Initial LendersCo-Lead Arrangers, on such prior notice to such parties (including the Pre-Petition Lenders) as may in each case be reasonably satisfactory to the Initial LendersCo-Lead Arrangers, (Dii) shall authorize extensions of credit in amounts satisfactory to the Co-Lead Arrangers, (iii) shall approve the payment by the Borrower Loan Parties of all of the fees and expenses that are required Fees referred to be paid in connection with the Facilities and Section 2.20, (Eiv) shall have been entered not later than five days after the Petition Date; be in full force and effect, (iiv) shall have authorized the use by the Borrower and the Guarantors Loan Parties of any cash collateral in which any Pre-Petition Secured Creditor Lender under the Pre-Petition Security Agreement Facilities may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Codecontemplated hereby, for (A) the monthly cash payment of current interest and letter of credit fees (including the payment on the Pre-Closing Date of any such interest and fees that are accrued and unpaid as of the Petition Secured Indebtedness Date) at the applicable non-default base rates plus applicable on the Petition Date margins provided for pursuant to the Pre-Petition DocumentFacilities; provided, that, as additional adequate protection consideration for Pre-Petition Lenders under the Frontier Credit Agreement (as defined in the Interim Order) to consent to the priming of their liens and the use of their Cash Collateral, the payment described in this clause (A) shall be determined by applying the applicable non-default base rate plus applicable margin plus 40 basis points, (B) subject to the Carve-Out a superpriority claim Superpriority Claim as contemplated by section Section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, Code immediately junior to the claims under section Section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent Agents, the Fronting Banks and the DIP Lenders (without and the requirement to file any motion or pleading or to make any demand) and subject to the payment of the CarvePermitted Inter-OutGroup Debt, (C) subject to the Carve-Out a Lien on substantially all of the assets of Loan Parties (or, in the Borrower and the Guarantors case of any Holding Company Guarantor, its Holding Company Specified Assets) having a priority immediately junior to the priming and other Liens granted in favor of the Administrative Agent Agent, the Fronting Banks and the DIP Lenders hereunder and under the other Loan Documents and the Liens securing the Permitted Inter-Group Debt, (D) the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted internal and third-party consultants, including financial consultants, and auditors) incurred by the respective agents under the Pre-Petition Document) for the Pre-Petition Agent Facilities (including the payment on the Effective Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent such agents on a current basis of the administration fees that are provided for under the respective Pre-Petition Security Agreement; (iii) shall be in full force and effect; Facilities and (ivvi) shall not have been stayed, reversed, modified or amended in any respect; and, if the Interim Order is the subject of a pending appeal in any respect, neither the extension of any credit pursuant to a Credit Event nor the performance by any Loan Party of any of their respective obligations under any Loan Documents or under any other instrument or agreement referred to therein shall be the subject of a presently effective stay pending appeal. The adequate protection liens and the priority claims granted to the Pre-Petition Lenders as contemplated by the Interim Order shall be limited to an amount equal to the diminution, from and after the date of filing of the Interim Order, in the value of their pre-petition collateral, including, without limitation, the diminution in value of the Pre-Petition Liens as a consequence of the priming liens contemplated hereby.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Olympus Communications Lp)
Interim Order. At the time of the Initial Extension of Credit, the Initial Lenders shall have received, on or before the Effective Date, a certified copy of an order entered by the Bankruptcy Court in substantially the form of Exhibit E (the “Interim Order”) approving the Loan Documents and granting the Superpriority Claim status and the Liens described in Section 2.17, which Interim Order (i)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (C) shall have been entered upon an application or motion of the Borrower and each Guarantor reasonably satisfactory in form and substance to the Initial Lenders, on such prior notice to such parties as may in each case be reasonably satisfactory to the Initial Lenders, (D) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid in connection with the Facilities and (E) shall have been entered not later than five days after the Petition Date; (ii) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Pre-Petition Secured Creditor under the Pre-Petition Security Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Pre- Petition Collateral as a consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, for (A) the monthly cash payment of current interest and letter of credit fees on the Pre-Petition Secured Indebtedness at the applicable non-default rates applicable on the Petition Date pursuant to the Pre-Petition Document, (B) a superpriority claim as contemplated by section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and the Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, immediately junior to the claims under section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand) and subject to the payment of the Carve-Out, (C) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the Liens granted in favor of the Administrative Agent and the Lenders hereunder and under the other Loan Documents and (D) the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, but not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Pre-Petition Document) for the Pre-Petition Agent (including the payment on the Effective Date or as soon thereafter as is practicable of any unpaid pre-petition fees and expenses) and the continuation of the payment to the Pre-Petition Agent on a current basis of the fees that are provided for under the Pre-Petition Security Agreement; (iii) shall be in full force and effect; and (iv) shall not have been stayed, reversed, modified or amended in any respect.
Appears in 1 contract
Sources: Senior Secured Debtor in Possession Credit Agreement