Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 8 contracts
Samples: Abl Credit Agreement (Builders FirstSource, Inc.), Credit Agreement (Builders FirstSource, Inc.), Abl Credit Agreement (Builders FirstSource, Inc.)
Amendment and Restatement. On the Closing Restatement Effective Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Restatement Effective Date. It is the intention of each of the parties hereto that the Existing Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the “Secured Obligations” under the Loan Documents and that all “Secured Obligations” of the Borrower and the Subsidiary Guarantors hereunder shall continue to be secured by Liens evidenced by under the Security Documents, and that this Agreement does not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Credit Agreement. The terms and conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect shall apply to all of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in obligations incurred under the Existing Credit Agreement) . This amendment and all restatement is limited as written and is not a consent to any other instruments and documents executed and delivered amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by such any other Loan Party in favor Document, each of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, Loan Documents shall remain continue in full force and effect on and, from and after the Closing Date in accordance with its termsRestatement Effective Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant all references to the terms of this Agreement and the other “Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and Agreement” contained therein shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of refer to this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 7 contracts
Samples: Revolving Credit Agreement (Oaktree Specialty Lending Corp), Secured Revolving Credit Agreement (Capital Southwest Corp), Senior Secured Revolving Credit Agreement (Capital Southwest Corp)
Amendment and Restatement. On Notwithstanding anything contained herein to the Closing Datecontrary, this Agreement may be amended and restated without the consent of any Lender (but with the consent of Credit Parties (or Borrower Representative, acting on their behalf) and Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall no longer be evidenced by a party to this Agreement and the other Loan Documents (as amended, restated, so amended and restated), supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect Revolving Commitments of the Existing Credit Agreement for periods prior such Lender shall have terminated (but such Lender shall be entitled to the Closing Date benefit of Sections 15, 16.3, and 16.4), such Lender shall be calculated have no other Revolving Commitment or other obligation hereunder and shall have been paid on the Closing Datein full in cash all Obligations owing to it or accrued for its account under this Agreement. Upon the effectiveness Any waiver or consent granted by Administrative Agent, LC Issuer or Lender shall not constitute a modification of this Agreement, each reference except to the extent expressly provided in the Loan Documents to “the Credit Agreement” such waiver or words consent, or constitute a course of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered dealing by such Loan Party in favor Persons at variance with the terms of the Administrative Agent or the Collateral Agent, Agreement such as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant require further notice by such Persons of such their intent to require strict adherence to the terms of this the Agreement in the future. Administrative Agent, LC Issuer; and the other Credit Documents and (b) ratifies, reaffirms and confirms that, Lenders expressly reserve the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect right to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to require strict compliance with the terms of this Agreement. No waiver or course of dealing shall be established by (i) the failure or delay of Administrative Agent, LC Issuer or any Lender to require strict performance of any Credit Party to this Agreement and the or any other Loan Documents. Without limiting Document or to exercise any rights or remedies with respect to Collateral or otherwise; (ii) the generality making of the foregoingany Loan or issuance of any Letter of Credit during a Default, all security interestsEvent of Default or other failure to satisfy any conditions precedent; or (iii) acceptance by Administrative Agent, pledges, assignments and other Liens and Guarantees previously granted LC Issuer or any Lender of performance by any Credit Party under this Agreement or any other Loan Party pursuant to the Loan Documents executed and delivered Document in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and a manner other Liens and Guarantees, in each case, unless expressly terminated, superseded than that specified herein or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Datetherein.
Appears in 5 contracts
Samples: Credit Agreement (Forbes Energy Services Ltd.), Credit Agreement (Forbes Energy Services Ltd.), Credit Agreement (Forbes Energy Services Ltd.)
Amendment and Restatement. On the Closing Date, this This Agreement shall amend and restate and supersede the Existing Original Credit Agreement in its entirety. On , with the Closing Dateparties hereby agreeing that there is no novation of the Original Credit Agreement or any other Credit Document and from and after the effectiveness of this Agreement, the rights and obligations of the parties evidenced by under the Existing Original Credit Agreement shall be evidenced subsumed and governed by this Agreement Agreement. From and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon after the effectiveness of this Agreement, each reference in the Loan Documents to “Obligations under the Original Credit Agreement” or words of similar effect Agreement shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (continue as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of Obligations under this Agreement and the other Credit Documents until otherwise paid in accordance with the terms hereof. The Security Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as grant of Liens on all of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement Collateral described therein do and shall not be deemed continue to be paid, released, discharged or otherwise satisfied by secure the execution payment of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “all Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, the parties hereto acknowledge and agree that the Liens securing the “Obligations” as defined in the Original Credit Agreement, shall from and after the Restatement Effective Date secure the payment and performance of all security interests, pledges, assignments Obligations for the benefit of the Collateral Agent and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continuedSecured Parties, and all such security interests, pledges, assignments Liens shall continue in full force and other Liens effect after giving effect to this Agreement and Guarantees, are hereby confirmed and reaffirmed by each of the Credit Parties. The parties hereto further acknowledge and agree that all “Collateral Documents” as defined in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, Original Credit Agreement shall remain in full force and effect as security after the Restatement Effective Date in favor of and for the Obligations benefit of the Collateral Agent and the Secured Parties (with each reference therein to the collateral agent, the credit agreement or a credit document being a reference to the Collateral Agent, this Agreement or the other Credit Documents, as defined applicable), and each Credit Party hereby confirms and ratifies its obligations thereunder. For the avoidance of doubt, unless otherwise expressly provided herein, upon the Restatement Effective Date, any basket which permits a certain amount of a given type of transaction over the life of the Credit Agreement (however denominated) shall be reset such that any use of such baskets on or subsequent to the Closing Date but prior to the Restatement Effective Date shall be disregarded for purposes of testing such basket; provided that nothing in this AgreementSection 1.14 shall be construed to (i) on and after prohibit any transaction occurring prior to the Closing DateRestatement Effective Date utilizing the corresponding baskets under the Original Credit Agreement or (ii) apply to the calculation of any adjustment to Consolidated EBITDA (or any related definition).
Appears in 4 contracts
Samples: Credit Agreement (National Vision Holdings, Inc.), Credit Agreement (National Vision Holdings, Inc.), Credit Agreement (National Vision Holdings, Inc.)
Amendment and Restatement. On the Closing Date, this This Agreement shall amend become effective on the Restatement Effective Date and restate shall supersede all provisions of the Original Agreement as of such date. This Agreement amends and supersede restates the Existing Credit Original Agreement in its entiretyand is not intended to be or operate as a novation or an accord and satisfaction of the Original Agreement or the indebtedness, obligations and liabilities of the Borrower evidenced or provided for thereunder. On All outstanding Obligations under the Closing Original Agreement on the Restatement Effective Date (and which have not been repaid on the Restatement Effective Date) shall continue to remain outstanding under this Agreement. For the avoidance of doubt, all rights and obligations of the Borrower under the Original Agreement shall continue to be the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing Borrower under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges From and agrees that each Loan Document (as defined in after the Existing Credit Agreement) and date hereof, all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant references made to the terms of this Original Agreement and the in any Facility Document or in any other Credit Documents and (b) ratifiesinstrument or document shall, reaffirms and confirms thatwithout more, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of refer to this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security intereststhe Borrower hereby reaffirms its liability and the pledge hereunder, pledgesand the Borrower agrees that notwithstanding the execution and delivery of this Agreement, assignments and other the Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed Administrative Agent under the Original Agreement and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed hereunder shall be and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect and that any rights and remedies of the Administrative Agent hereunder and obligations of the Borrower hereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged hereby and shall secure all of the Borrower’s indebtedness, obligations and liabilities to the Administrative Agent and the Lenders under the Original Agreement as amended and restated hereby. Nothing herein contained shall in any manner affect or impair the priority of the Liens and security interests created and provided for the Obligations (as defined in hereunder prior to giving effect to this Agreement) on and after the Closing Date.
Appears in 4 contracts
Samples: Credit and Security Agreement (Monroe Capital Income Plus Corp), Credit and Security Agreement (Monroe Capital Income Plus Corp), Revolving Credit and Security Agreement (Monroe Capital Income Plus Corp)
Amendment and Restatement. On Upon the Closing satisfaction or waiver of the conditions precedent set forth herein, (a) the terms and provisions of the Existing Receivables Funding Agreement shall be amended, superseded and restated in their entirety by the terms and provisions of this Agreement and, unless expressly stated to the contrary, each reference to the Existing Receivables Funding Agreement in any of the Related Documents or any other document, instrument or agreement delivered in connection therewith shall mean and be a reference to this Agreement, (b) this Agreement is not intended to and shall not constitute a novation of the Existing Receivables Funding Agreement or the obligations and liabilities existing thereunder, (c) the commitment of each “Committed Purchaser” (as defined in the Existing Receivables Funding Agreement) that is a party to the Existing Receivables Funding Agreement shall, on the Effective Date, this Agreement automatically be deemed restated or terminated and the only Commitments shall amend be those hereunder, (d) with respect to any date or time period occurring and restate and supersede ending prior to the Existing Credit Agreement in its entirety. On the Closing Effective Date, the rights and obligations of the parties evidenced to the Existing Receivables Funding Agreement shall be governed by the Existing Credit Receivables Funding Agreement and the other Related Documents (as defined therein), and (e) with respect to any date or time period occurring and ending on or after the Effective Date, the rights and obligations of the parties hereto shall be evidenced governed by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Related Documents (as defined in the Existing Credit Agreementherein), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 4 contracts
Samples: Funding Agreement (Td Synnex Corp), Funding Agreement (Td Synnex Corp), Funding Agreement (Td Synnex Corp)
Amendment and Restatement. On It is the Closing Date, intention of the parties hereto that this Agreement shall amend amends, restates, supersedes and restate and supersede replaces the Existing A&R Credit Agreement in its entirety. On ; provided, that, (a) such amendment and restatement shall operate to renew, amend, modify, and extend all of the Closing Daterights, the rights duties, liabilities and obligations of the parties evidenced by Borrower under the Existing A&R Credit Agreement shall be evidenced by this Agreement and under the other Existing Loan Documents as Documents, which rights, duties, liabilities and obligations are hereby renewed, amended, restated, amended and restated, supplemented or otherwise modified and in effect on extended, and shall not act as a novation thereof, and (b) the Closing Date. All principal, interest, fees Liens securing the Indebtedness under and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing A&R Credit Agreement and the rights, duties, liabilities and obligations of the Borrower and the Guarantors under the Existing A&R Credit Agreement and the Existing Loan Documents to which they are a party shall not be extinguished but shall be carried forward and shall secure such Indebtedness, obligations and liabilities as amended, renewed, extended and restated hereby. The parties hereto ratify and confirm each of the Existing Loan Documents entered into prior to the Effective Date (but excluding the Existing A&R Credit Agreement) and all other instruments agree that such Existing Loan Documents continue to be legal, valid, binding and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date enforceable in accordance with its terms, in each case as their terms (except to the extent amended, restatedrestated and/or superseded in connection with the transactions contemplated hereby), amended however, for all matters arising prior to the Effective Date (including the accrual and restatedpayment of interest and fees, supplemented or otherwise modified and/or reaffirmed pursuant and matters relating to indemnification and compliance with financial covenants), the terms of the Existing A&R Credit Agreement (as unmodified by this Agreement Agreement) shall control and the other Credit Documents are hereby ratified and (b) ratifies, reaffirms confirmed. The Borrower represents and confirms warrants that, the Obligations that remain unpaid and outstanding as of the date Effective Date, there are no claims or offsets against, or defenses or counterclaims to, its obligations (or the obligations of this any Guarantor) under the Existing A&R Credit Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 3 contracts
Samples: Credit Agreement (Permian Resources Corp), Credit Agreement (Centennial Resource Development, Inc.), Credit Agreement (Centennial Resource Development, Inc.)
Amendment and Restatement. On the Closing Date, this This Agreement shall amend become effective on the Effective Date and restate shall supersede all provisions of the Original Credit Agreement as of such date. From and supersede after the Existing Effective Date all references made to the Original Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other any Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under Document or in respect of the Existing Credit Agreement for periods prior any other instrument or document shall, without more, be deemed to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents refer to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) This Agreement amends and restates the Original Credit Agreement and is not intended to be or operate as a novation or an accord and satisfaction of the Original Credit Agreement or the indebtedness, obligations and liabilities of the Borrower evidenced or provided for thereunder. The Borrower heretofore executed and delivered to the Collateral Agent the Company Security Agreement and certain other Collateral Documents. The Borrower hereby acknowledges and agrees that each Loan Document (as defined in the Existing Credit Liens created and provided for by the Collateral Documents continue to secure, among other things, the Obligations arising under this Agreement) ; and all other instruments the Collateral Documents and documents executed the rights and delivered by such Loan Party in favor remedies of the Administrative Agent or the Collateral Agent, as applicablethe Administrative Agent, pursuant and the Existing Credit AgreementLenders thereunder, unless terminated or discharged prior to or on the Closing Dateobligations of the Borrower thereunder, shall and the Liens created and provided for thereunder remain in full force and effect on and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the Closing Date in accordance with its terms, in each case priority of the liens and security interests created and provided for by the Collateral Documents as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms indebtedness which would be secured thereby prior to giving effect to this Agreement. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the “Credit Agreement” and the “Notes” referred to in the Company Security Agreement and any of the other Collateral Documents shall from and after the date hereof be deemed a reference to this Agreement and the other Credit Documents and Notes (bif any) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties issued hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 3 contracts
Samples: Revolving Credit Agreement (World Acceptance Corp), Revolving Credit Agreement (World Acceptance Corp), Revolving Credit Agreement (World Acceptance Corp)
Amendment and Restatement. On the Closing DateThis Agreement amends, this Agreement shall amend restates and restate and supersede continues the Existing Credit Agreement in its entirety. On the Closing DateAgreement, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the all other Loan Documents as amendedInstruments executed in connection herewith, restatedconstitute an amendment, amended renewal, continuance and restated, supplemented or otherwise modified restatement of all Loans and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect Obligations of the Borrower and the Guarantors. The Existing Credit Agreement for periods prior to the Closing Date Loan shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the continue as a Loan Documents to “the Credit Agreement” or words of similar effect shall mean under this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Credit Document (as defined entered into in connection with the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent Agreement or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, Loan is hereby ratified and confirmed and shall remain in full force and effect on the Closing Date in accordance with its terms, except to the extent expressly amended or modified in each case as amendedaccordance with its terms. It is expressly understood and agreed by the parties hereto that this Agreement is in no way intended to constitute, restatedand does not constitute, amended a release, repayment, satisfaction, discharge or novation of the Existing Loan or the obligations and restatedliabilities existing under the Existing Agreement, supplemented or otherwise modified and/or reaffirmed a release, termination, novation or impairment of any Credit Document or Lien granted to the Lender. All such Credit Documents and Liens created pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, Loan shall remain in full force and effect as security and extend and apply to this Agreement, the Loan and the full payment and performance of all Obligations, in each case for the Obligations (as defined benefit of the Lender. All such Liens created pursuant to the Security Documents entered into in connection with the Existing Agreement are hereby expressly continued, ratified and confirmed by the Borrower and the Guarantors. The amendment and restatement hereby of the Existing Agreement, and the concurrent amendment and restatement of any other Credit Document, shall not constitute a waiver of any conditions or requirements set forth herein or therein, whether or not performed, fulfilled or required to be performed or fulfilled prior to the date hereof, nor does it constitute consent to, or waiver of, any prior or existing default, event of default or breach of any provision hereof or of any other Credit Document. All references to the Existing Agreement in any Credit Document or any other Instrument shall be deemed to refer to this Agreement. If any inconsistency exists between this Agreement and the Existing Agreement, the terms of this Agreement shall prevail. Nothing contained in this Agreement) on Agreement or any other Instrument executed contemporaneously herewith shall be deemed to satisfy or discharge the Loans or Obligations arising under the Existing Agreement or this Agreement (this being an amendment and after the Closing Daterestatement only).
Appears in 3 contracts
Samples: Stream Credit Agreement (Royal Standard Minerals Inc), Stream Credit Agreement (Royal Standard Minerals Inc), Stream Credit Agreement (Royal Standard Minerals Inc)
Amendment and Restatement. On the Closing DateThis Agreement amends, this Agreement shall amend restates, replaces and restate and supersede supersedes, in its entirety, the Existing Credit Agreement (as defined in the Recitals to this Agreement). Borrower represents, warrants and agrees that, as of the date hereof, (i) there is no uncured Default or Event of Default under the Existing Credit Agreement by any party thereto; (ii) no condition exists which, but for the passage of time or giving of notice, would constitute an uncured Default or Event of Default by any party thereto or which could give rise to a setoff or defense under the Existing Credit Agreement; (iii) the Existing Credit Agreement and the related credit documents are valid, in full force and effect, and are legally binding on the parties thereto and any prior or current holder thereof; (iv) Borrower has no defenses to the enforceability of the Existing Credit Agreement, including, but not limited to, the defense of usury; and (v) Borrower has no right of set-off to any sums due under the Existing Credit Agreement and related credit documents and no counterclaims against any party thereto or prior or current holder thereof or counterclaims pertaining to the Existing Credit Agreement. It is the intention of the Borrower and the Lenders that while this Agreement amends, restates, replaces and supersedes, in its entirety. On the Closing Date, the rights and obligations of the parties indebtedness evidenced by the Existing Credit Agreement shall be evidenced by and the related credit documents, this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented is not in payment or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect satisfaction of the Existing Credit Agreement and related credit documents, but rather is in substitution of one evidence of debt for periods prior to the Closing Date another. Nothing herein contained is intended as, or shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreementconstrued as, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Daterelated credit documents.
Appears in 3 contracts
Samples: Credit Agreement And (Eastgroup Properties Inc), Credit Agreement (Eastgroup Properties Inc), Credit Agreement (Eastgroup Properties Inc)
Amendment and Restatement. On It is intended by the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations parties hereto that (a) all Obligations of the parties evidenced by under the Existing Credit Agreement shall continue to exist under and be evidenced by this Agreement and the other Loan Documents; and (b) except as expressly stated herein or amended hereby, the Existing Agreement and the other Loan Documents are ratified and confirmed as amended, restated, amended and restated, supplemented or otherwise modified remaining unmodified and in full force and effect on with respect to all Obligations; it being understood that it is the Closing intent of the parties hereto that this Agreement does not constitute a novation of rights, obligations and liabilities of the respective parties (including the Obligations) existing under the Existing Agreement and such rights, obligations and liabilities shall continue and remain outstanding, and that this Agreement amends, restates and replaces in its entirety the Agreement. From and after the Restatement Effective Date. All principal, interestall Obligations of the Borrowers under the Existing Agreement shall become Obligations of such Persons hereunder, fees and expensesall Obligations, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior Subsidiary Borrowers shall become fully and continuously guaranteed by the U.S. Borrower pursuant to the Closing Date shall be calculated and paid on the Closing DateU.S. Borrower Guaranty. Upon the effectiveness of this AgreementAgreement in accordance with Section 4.01, each Loan Document other than the Existing Agreement that was in effect immediately prior to the Restatement Effective Date shall continue to be effective and, unless the context otherwise requires, any reference in to the Loan Documents Existing Agreement contained therein shall be deemed to “refer to this Agreement and any reference to the Credit Agreement” Loans or words of similar effect Obligations shall mean be deemed to refer to the Loans and Obligations under this Agreement. Each Loan Party (a) acknowledges This Agreement, and agrees that each Loan Document (as defined in of the amendments to the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of Agreement effected hereby on the Administrative Agent or the Collateral AgentRestatement Effective Date, as applicable, pursuant is binding on each Lender party to the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of Restatement Effective Date, notwithstanding that this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not may be deemed to be paid, released, discharged or otherwise satisfied signed by the execution of this Agreement, and this Agreement shall Required Lenders but not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing DateLenders.
Appears in 3 contracts
Samples: Credit Agreement (Miller Herman Inc), Credit Agreement (Miller Herman Inc), Credit Agreement (Miller Herman Inc)
Amendment and Restatement. On the Closing Date, The parties hereto agree that: (a) this Agreement shall amend is intended to, and restate does hereby, restate, renew, extend, amend, modify, supersede and supersede replace the Existing Credit Agreement in its entirety; (b) the Obligations (as defined in this Agreement) represent, among other things, the restatement, renewal, amendment, extension and modification of the “Obligations” (as defined in the Existing Credit Agreement); (c) the Notes, if any, executed pursuant to the Existing Credit Agreement shall continue to evidence the Obligations (as defined in this Agreement); (d) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be deemed to have terminated, extinguished or discharged the indebtedness under the Existing Credit Agreement, all of which indebtedness shall continue under and be governed by this Agreement and the other Loan Documents, (e) the liens and security interests created by or pursuant to the Existing Credit Agreement (including each of the “Collateral Documents” as defined in the Existing Credit Agreement) are ratified and confirmed as security for the Obligations, without novation, discharge or interruption, except as expressly provided otherwise herein or in any other Loan Document; and (f) all references to the Existing Credit Agreement contained in any Loan Document shall mean such agreement, as amended and restated hereby. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit AgreementLenders” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor that are not Lenders hereunder (the “Non-Continuing Lenders”), the Administrative Agent, on behalf of the Administrative Agent or Lenders party hereto, and the Collateral AgentBorrower shall enter into an assignment agreement pursuant to which the Lenders and Non-Continuing Lenders shall make such assignments and assumptions so that, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior after giving effect thereto and to or any Loans made on the Closing Date, shall remain in full force and effect on the Closing Date Total Outstandings under this Agreement are held by the Lenders in accordance with its terms, in their respective Applicable Percentages; and each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant Lender by execution hereof authorizes the Administrative Agent to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation execute any such assignment agreement on behalf of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing DateLender.
Appears in 3 contracts
Samples: Existing Credit Agreement (Suburban Propane Partners Lp), Security Agreement (Suburban Propane Partners Lp), Security Agreement (Suburban Propane Partners Lp)
Amendment and Restatement. On the Closing Date, this This Agreement shall amend amends and restate and supersede the Existing Credit Agreement restates in its entiretyentirety the Original Credit Agreement. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this This Agreement and the other Loan Documents as amended, restated, amended govern the present relationship between the Credit Parties and restated, supplemented or otherwise modified and in effect on the Closing DateLender. All principal, interest, fees and expenses, if any, owing or accruing under or in With respect of to matters relating to the Existing Credit Agreement for periods period prior to the Closing Date shall be calculated Date, all of the provisions of the Original Credit Agreement and paid on the Closing Date. Upon the effectiveness of this Agreementsecurity agreements, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges pledge agreements, guarantees, and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other documents, instruments and documents agreements executed in connection therewith, are each ratified and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, confirmed and shall remain in full force and effect on effect. This Agreement, however, is in no way intended, nor shall it be construed, to affect, replace, impair or extinguish the Closing Date in accordance with its termscreation, in attachment, perfection or priority of the security interests in, and other Liens on, the Collateral, which security interests and other Liens each case as amendedof the Credit Parties, restatedby this Agreement, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifiesacknowledges, reaffirms and confirms thatto the Lender. In addition, except as otherwise provided herein, all obligations and liabilities and indebtedness created or existing under, pursuant to, or as a result of, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Original Credit Agreement shall not constitute a refinancing, substitution or novation continue in existence within the definition of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, which obligations, liabilities and (y) are secured indebtedness the Credit Parties, by this Agreement, acknowledge, reaffirm and confirm. Credit Parties agree that any outstanding commitment or other obligation to make advances or otherwise extend credit or credit support to any Credit Party pursuant to the Collateral Documents (as defined in Original Credit Agreement is superseded by, and renewed and consolidated under, this Agreement. Credit Parties represent and warrant that none of them have assigned or otherwise transferred any rights arising under the Existing Original Credit Agreement), unless terminated or discharged . In order to induce the Lender to enter into this Agreement on the Closing Date, in each case as amendedCredit Party hereby represents, restated, amended warrants and restated, supplemented or otherwise modified and/or reaffirmed covenants to Lenders that it has determined that each Credit Party will benefit specifically and materially from the amendment and restatement of the Original Credit Agreement pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 3 contracts
Samples: Revolving Credit and Security Agreement (Neogenomics Inc), Revolving Credit and Security Agreement (Neogenomics Inc), Revolving Credit and Security Agreement (Neogenomics Inc)
Amendment and Restatement. On (a) This Agreement amends and restates the Existing Purchase Agreement as of the Closing Date and the terms and provisions of the Existing Purchase Agreement are restated hereby in their entirety as of the Closing Date. The Administrative Agent, the Collateral Agent, the Group Agents and the Lenders hereby further consent to the concurrent amendment and restatement of the Existing Sale Agreement through the entry into the Sale Agreement and the concurrent second amendment and restatement of the limited liability company agreement of the Borrower on the Closing Date, this Agreement shall amend in substantially the form delivered to the Administrative Agent and restate the Collateral Agent. From and supersede after the date hereof, each reference to the Existing Credit Purchase Agreement in its entirety. On the Closing Dateany other document, the rights instrument or agreement shall mean and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior a reference to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference to the Existing Sale Agreement in the Loan Documents to “the Credit Agreement” any other document, instrument or words of similar effect agreement shall mean this and be a reference to the Sale Agreement, and each reference to the limited liability company agreement of the Borrower in any other document, instrument or agreement shall mean and be a reference to the limited liability company agreement of the Borrower as so amended. Each Loan Party For the avoidance of doubt, except to the extent expressly contemplated in Section 5.03(b) below, (ai) acknowledges all obligations and agrees that each Loan Document (as defined liabilities of the Borrower and ADT under or in connection with the Existing Credit AgreementPurchase Agreement (including all Obligations) shall remain outstanding hereunder and all other instruments shall be enforceable against the applicable parties under this Agreement and documents executed and delivered (ii) the first priority perfected security interest granted by such Loan Party in favor of the Administrative Agent or Borrower pursuant to the Existing Purchase Agreement to the Collateral Agent, for the benefit of the Affected Parties, in, to and under the Collateral remains outstanding (and uninterrupted) as applicable, pursuant a first priority perfected security interest in the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed Collateral pursuant to the terms of this Agreement. This Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall does not constitute a refinancing, substitution or novation of such Obligations the Existing Purchase Agreement (or a novation of any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreementthereunder), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 3 contracts
Samples: Receivables Financing Agreement (ADT Inc.), Receivables Financing Agreement (ADT Inc.), Receivables Financing Agreement (ADT Inc.)
Amendment and Restatement. On The parties agree that on the Closing Effective Date, the Existing Program Agreement shall be amended and restated in its entirety by this Agreement shall amend and restate and supersede (a) all references to the Existing Credit Agreement in any document other than this Agreement (including in any amendment, waiver or consent to such document) shall be deemed to refer to this Agreement as an amendment and restatement of the Existing Program Agreement in its entirety, and (b) all references to any section (or subsection) of the Existing Program Agreement in any document (but not herein) shall be amended to be references to the corresponding provisions of this Agreement. On This Agreement is not intended to constitute, and does not constitute, a novation of the Closing obligations and liabilities under the Existing Program Agreement or to evidence fulfillment of all or any portion of such obligations and liabilities. Further, on and after the Effective Date, the rights and obligations of the parties evidenced by (a) the Existing Credit Program Agreement shall be evidenced by this Agreement of no further force and the other Loan Documents effect, except as amended, restated, amended and restatedrestated hereby, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing except to evidence (i) prior transactions under or in respect of the Existing Credit Agreement for periods Program Agreement, (ii) the representations and warranties made thereunder by the Bank and UNI prior to the Closing Effective Date shall with respect to any transactions under the Existing Program Agreement only, and (iii) any action or omission performed or required to be calculated performed pursuant to the Existing Program Agreement prior to the Effective Date (including any failure, prior to the Effective Date, to comply with the covenants contained in the Existing Program Agreement) as such action or omission relates to the Existing Program Agreement, and paid on (b) the Closing Date. Upon the effectiveness terms and conditions of this Agreement, each reference in including all rights and remedies hereunder, shall apply to all obligations incurred under the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Existing Program Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in Until the Effective Date, the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, Program Agreement shall remain in full force and effect on the Closing Date in accordance with its terms. Each party (1) reserves the right to request (and the other party is obligated to provide) assistance to transition any systems, in each case as amended, restated, amended and restated, supplemented processes or otherwise modified and/or reaffirmed pursuant other existing guidelines to conform to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution conditions of this Agreement, and (2) acknowledges and agrees that each party shall remain obligated to pay any fees and expenses for services or other activities that were properly performed prior to this Agreement termination and such payment obligation shall not constitute a refinancingsurvive such termination. Except as may be applicable under the immediately preceding sentence, substitution there shall be no termination fees or novation of such Obligations or any charges applicable to the termination of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Existing Program Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 3 contracts
Samples: Loan Program Agreement (Upstart Holdings, Inc.), Loan Program Agreement (Upstart Holdings, Inc.), Loan Program Agreement (Upstart Holdings, Inc.)
Amendment and Restatement. On This Agreement amends and restates in its entirety the Closing Original Agreement among the parties hereto. Upon the occurrence of the Effective Date, (a) the terms and provisions of the Original Agreement shall be amended, superseded and restated in their entirety by the terms and provisions of this Agreement shall amend and restate and supersede and, unless expressly stated to the Existing Credit contrary, each reference to the Original Agreement in its entirety. On any of the Closing Transaction Documents or any other document, instrument or agreement delivered in connection therewith shall mean and be a reference to this Agreement, (b) this Agreement is not intended to and shall not constitute a novation of the Original Agreement or the obligations and liabilities existing thereunder, (c) the commitment of each “Committed Purchaser” (as defined in the Original Agreement) that is a party to the Original Agreement shall, on the Effective Date, automatically be deemed restated and the only Commitments shall be those hereunder, (d) with respect to any date or time period occurring and ending prior to the Effective Date, the rights and obligations of the parties evidenced by to the Existing Credit Original Agreement shall be evidenced governed by the Original Agreement and the other Transaction Documents (as defined therein), and (e) with respect to any date or time period occurring and ending on or after the Effective Date, the rights and obligations of the parties hereto shall be governed by this Agreement and the other Loan Transaction Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined herein). The liens, security interests and other interests in the Existing Credit Agreement) Seller Assets granted under the Original Agreement are and all other instruments shall remain legal, valid, binding and documents executed and delivered by such Loan Party in favor enforceable to the extent also constituting Seller Assets hereunder. Each of the Administrative Agent or parties hereto hereby acknowledge and confirm the Collateral Agentcontinuing existence and effectiveness of such liens, as applicable, pursuant security interests and other interests in such Seller Assets granted under the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Original Agreement, and further agree that the execution and delivery of this Agreement shall not constitute a refinancingin any way release, substitution or novation of such Obligations or any of the other rightsdiminish, duties and obligations of the parties hereunderimpair, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented reduce or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoingaffect such liens, all security interests, pledges, assignments interests and other Liens and Guarantees previously interests in such Seller Assets granted by any Loan Party pursuant to under the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Original Agreement) on and after the Closing Date.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (CHS Inc), Receivables Purchase Agreement (CHS Inc), Receivables Purchase Agreement (CHS Inc)
Amendment and Restatement. On the Closing Date, this This Agreement shall amend amends and restate and supersede restates in its entirety the Existing Credit Agreement in its entirety. On Agreement, and from and after the Closing Datedate hereof, the rights terms and obligations provisions of the parties evidenced by the Existing Credit Agreement shall be evidenced superseded by the terms and provisions of this Agreement. Borrower hereby agrees that (i) the Existing Indebtedness, all accrued and unpaid interest thereon, and all accrued and unpaid fees under the Existing Credit Documents shall be deemed to be Indebtedness of Borrower outstanding under and governed by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of (ii) all Liens securing the Existing Credit Agreement for periods prior to the Closing Date Indebtedness shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain continue in full force and effect on to secure the Closing Date in accordance with its termsSecured Obligations. 108 IN WI’INESS WHEREOF, in each case this Agreement is executed as amendedof the date first written above. SUNDANCE ENERGY, restatedINC., amended Borrower By: Xxxx X. Xxxxxxx President and restatedChief Executive Officer XXXXX FARGO BANK, supplemented N.A., Administrative Agent, LC Issuer, Swing Line Lender, and a Lender By: Name: Xxxxxxx Xxxxxxxxx Title: Director EXHIBIT A PROMISSORY NOTE Denver, Colorado [Date] FOR VALUE RECEIVED, the undersigned, SUNDANCE ENERGY, INC., a Colorado corporation (“Borrower”), hereby promises to pay to (“Lender”), the principal sum equal to such Lender’s Commitment under the Credit Agreement (as hereinafter defined), or, if greater or otherwise modified and/or reaffirmed less, the aggregate unpaid principal amount of the Loans made by Lender to Borrower pursuant to the terms of the Credit Agreement (as hereinafter defined), together with interest on the unpaid principal balance thereof as set forth in the Credit Agreement, both principal and interest payable as herein provided in lawful money of the United States of America at the offices of Administrative Agent under the Credit Agreement, or at such other place as from time to time may be designated by the holder of this Note. This Note (a) is issued and delivered under that certain Credit Agreement dated as of December 28, 2012 among Borrower, Xxxxx Fargo Bank, N.A., as Administrative Agent, and the other lenders (including Lender) referred to therein (as from time to time supplemented, amended or restated, the “Credit Documents Agreement”), and is a “Note” as defined therein, (b) ratifiesis subject to the terms and provisions of the Credit Agreement, reaffirms which contains provisions for payments and confirms prepayments hereunder and acceleration of the maturity hereof upon the happening of certain stated events, and (c) is secured by and entitled to the benefits of certain Security Documents (as identified and defined in the Credit Agreement). Payments on this Note shall be made and applied as provided in the Credit Agreement. Reference is hereby made to the Credit Agreement for a description of certain rights, limitations of rights, obligations and duties of the parties hereto and for the meanings assigned to terms used and not defined herein and to the Security Documents for a description of the nature and extent of the security thereby provided and the rights of the parties thereto. The indebtedness evidenced by this Note is given in partial renewal extension and restatement of (but not in extinguishment or novation of) the Existing Indebtedness, as defined and described in the Credit Agreement. The principal amount of this Note, together with all interest accrued hereon, shall be due and payable in full on the Maturity Date. Notwithstanding the foregoing paragraph and all other provisions of this Note, in no event shall the interest payable hereon, whether before or after maturity, exceed the maximum interest that, the Obligations that remain unpaid and outstanding as of the date of under applicable Law, may be contracted for, charged, or received on this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this AgreementNote, and this Note is expressly made subject to the provisions of the Credit Agreement shall not constitute a refinancingthat more fully set out the limitations on how interest accrues hereon. If this Note is placed in the hands of an attorney for collection after default, substitution or novation of such Obligations if all or any part of the indebtedness represented hereby is proved, established or collected in any court or in any bankruptcy, receivership, debtor relief, probate or other rightscourt proceedings, Borrower and all endorsers, sureties and guarantors of this Note jointly and severally agree to pay reasonable attorneys’ fees and collection costs to the holder hereof in addition to the principal and interest payable hereunder. Borrower and all endorsers, sureties and guarantors of this Note hereby severally waive demand, presentment, notice of demand and of dishonor and nonpayment of this Note, protest, notice of protest, notice of intention to accelerate the maturity of this Note, declaration or notice of acceleration of the maturity of this Note, diligence in collecting, the bringing of any suit against any party and any notice of or defense on account of any extensions, renewals, partial payments or changes in any manner of or in this Note or in any of its terms, provisions and covenants, or any releases or substitutions of any security, or any delay, indulgence or other act of any trustee or any holder hereof, whether before or after maturity. This Note and the rights and duties and obligations of the parties hereunderhereto shall be governed by the Laws of the State of Colorado (without regard to principles of conflicts of law), except to the extent the same are governed by applicable federal Law. SUNDANCE ENERGY, INC. By: Name: Title: EXHIBIT B-1 BORROWING NOTICE Reference is made to that certain Credit Agreement dated as of December 28, 2012 (as amended or supplemented, the “Agreement”), by and among SUNDANCE ENERGY, INC. (“Borrower”), Xxxxx Fargo Bank, N.A., as Administrative Agent, and the terms certain financial institutions (“Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) Lenders”). Terms that are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement are used herein with the meanings given them in the Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed . Borrower hereby requests a Borrowing of new Revolving Loans to be advanced pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality Section 2.1 of the foregoingAgreement as follows: Aggregate amount of Borrowing: $ Type of Revolving Loans in Borrowing: Date on which Revolving Loans are to be advanced: months Length of Interest Period for Eurodollar Loans: If combined with existing Eurodollar Loans see attached Continuation/Conversion Notice. To induce Lenders to make such Revolving Loans, all security interestsBorrower hereby represents, pledgeswarrants, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continuedacknowledges, and all such security interests, pledges, assignments agrees to and other Liens with Administrative Agent and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.Lender that:
Appears in 3 contracts
Samples: Credit Agreement (Sundance Energy Australia LTD), Credit Agreement (Sundance Energy Australia LTD), Credit Agreement (Sundance Energy Australia LTD)
Amendment and Restatement. On the Closing DateThis Agreement amends, this Agreement shall amend restates and restate and supersede continues the Existing Credit Agreement in its entirety. On the Closing DateAgreement, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the all other Loan Documents as amendedInstruments executed in connection herewith, restatedconstitute an amendment, amended renewal, continuance and restated, supplemented or otherwise modified restatement of all Loans and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect Obligations of the Borrower and the Guarantors. The Existing Credit Agreement for periods prior to Loan shall continue as part of the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Tranche One Loan Documents to “the Credit Agreement” or words of similar effect shall mean under this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Credit Document (as defined entered into in connection with the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent Agreement or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, Loan is hereby ratified and confirmed and shall remain in full force and effect on the Closing Date in accordance with its terms, except to the extent expressly amended or modified in each case as amendedaccordance with its terms. It is expressly understood and agreed by the parties hereto that this Agreement is in no way intended to constitute, restatedand does not constitute, amended a release, repayment, satisfaction, discharge or novation of the Existing Loan or the obligations and restatedliabilities existing under the Existing Agreement, supplemented or otherwise modified and/or reaffirmed a release, termination, novation or impairment of any Credit Document or Lien granted to the Lender. All such Credit Documents and Liens created pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, Loan shall remain in full force and effect as security and extend and apply to this Agreement, the Loan and the full payment and performance of all Obligations, in each case for the Obligations (as defined benefit of the Lender. All such Liens created pursuant to the Security Documents entered into in connection with the Existing Agreement are hereby expressly continued, ratified and confirmed by the Borrower and the Guarantors. The amendment and restatement hereby of the Existing Agreement, and the concurrent amendment and restatement of any other Credit Document, shall not constitute a waiver of any conditions or requirements set forth herein or therein, whether or not performed, fulfilled or required to be performed or fulfilled prior to the date hereof, nor does it constitute consent to, or waiver of, any prior or existing default, event of default or breach of any provision hereof or of any other Credit Document. All references to the Existing Agreement in any Credit Document or any other Instrument shall be deemed to refer to this Agreement. If any inconsistency exists between this Agreement and the Existing Agreement, the terms of this Agreement shall prevail. Nothing contained in this Agreement) on Agreement or any other Instrument executed contemporaneously herewith shall be deemed to satisfy or discharge the Loans or Obligations arising under the Existing Agreement or this Agreement (this being an amendment and after the Closing Daterestatement only).
Appears in 3 contracts
Samples: Stream Credit Agreement (Golden Phoenix Minerals Inc), Stream Credit Agreement (Golden Phoenix Minerals Inc), Stream Credit Agreement (Golden Phoenix Minerals Inc)
Amendment and Restatement. On Effective as of the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced amended and restated in its entirety by this Agreement and the Existing Credit Agreement shall thereafter be of no further force and effect except to evidence the incurrence by the Borrower of the “Obligations” under and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent as of the Closing Date).The terms and conditions of this Agreement and the rights and remedies of the Administrative Agent and the Lenders under this Agreement and the other Loan Documents as amended, restated, amended shall apply to all of the Obligations incurred under the Existing Credit Agreement. On and restated, supplemented or otherwise modified and in effect on after the Closing Date. All principal, interest, fees (i) all references to the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to this Agreement and expenses, if any, owing (ii) all references to any section (or accruing under or in respect subsection) of the Existing Credit Agreement for periods prior in any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement. The parties hereto acknowledge and agree that the Liens securing payment of the “Obligations” as defined in the Existing Loan Agreement, shall from and after the Closing Date secure the payment and performance of all Obligations for the benefit of the Collateral Agent and the Secured Parties, and all such Liens shall continue in full force and effect after giving effect to this Agreement and are hereby confirmed and reaffirmed by each of the Loan Parties. The parties hereto further acknowledge and agree that all “Security Documents” as defined in the Existing Credit Agreement (including all Mortgages and Control Agreements) shall remain in full force and effect after the Closing Date in favor of and for the benefit of the Collateral Agent and the Secured Parties (with each reference therein to the collateral agent, the credit agreement or a loan document being a reference to the Collateral Agent, this Agreement or the other Loan Documents, as applicable), and each Loan Party hereby confirms and ratifies its obligations thereunder. In furtherance of the foregoing, Collateral Agent is hereby appointed as Collateral Agent in connection with the foregoing, and shall be calculated entitled to all of the benefits, rights, privileges and paid on immunities hereunder and under the Closing Dateother Loan Documents with respect to the foregoing. Upon the effectiveness This amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of this Agreement, each reference in the Loan Documents to “remain in full force and effect unless otherwise specifically amended hereby or by any other Loan Document. This Agreement shall not constitute a novation of the Existing Credit Agreement” Agreement or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each any other Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 3 contracts
Samples: Credit Agreement (CNX Resources Corp), Credit Agreement (CNX Resources Corp), Credit Agreement (CNX Resources Corp)
Amendment and Restatement. On In order to facilitate this amendment and restatement and otherwise to effectuate the Closing Datedesires of the Borrowers, this Agreement shall amend the Administrative Agent and restate the Lenders: The Borrowers, the Administrative Agent and supersede the Existing Credit Agreement in its entirety. On Lenders hereby agree that, on the Closing Date, the rights terms and obligations provisions of the parties evidenced by the Existing Credit Agreement shall be evidenced and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement Agreement, and the other Loan Documents as amended, restated, amended terms and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect provisions of the Existing Credit Agreement for periods prior to the Closing Date Agreement, except as otherwise expressly provided herein, shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean superseded by this Agreement. Each Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.22, and of any related “Loan Party Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (a) acknowledges and agrees that each Loan Document all Obligations (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant outstanding under the Existing Credit AgreementAgreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, unless terminated (b) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrowers and each Loan Party under the Existing Credit Agreement or discharged prior any other Prior Loan Document and (c) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. The parties hereby agree that (i) on the Closing Date, the Commitments shall remain be as set forth in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents Schedule 2.01 and (bii) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as transactions contemplated under this Section 10.22 shall not give rise to any obligation of the date Borrowers to make any payment under Section 3.04 or 3.05 of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all (other than with respect to obligations to make such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after payments to any lender party to the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in Existing Credit Agreement who is not also a party to this Agreement) on and after the Closing Date).
Appears in 3 contracts
Samples: Revolving Credit Agreement (Chicago Bridge & Iron Co N V), Credit Agreement (Chicago Bridge & Iron Co N V), Revolving Credit Agreement (Chicago Bridge & Iron Co N V)
Amendment and Restatement. On Each Credit Party acknowledges and agrees that the Closing Datesecurity interest granted to Agent, for the benefit of Prior Lender Group, or any of them, pursuant to the Loan Documents (as defined in the Prior Credit Agreement), shall remain outstanding and in full force and effect in accordance with the Prior Credit Agreement and the other Loan Documents (as defined in the Prior Credit Agreement), as modified herein and in the other Loan Documents, and shall continue to secure the Obligations. Credit Parties and Lenders acknowledge and confirm that (i) the Obligations represent, among other things, the amendment, restatement, renewal, extension, consolidation and modification of the Obligations (as defined in the Prior Credit Agreement) arising in connection with the Prior Credit Agreement and other Loan Documents (as defined in the Prior Credit Agreement); (ii) the Prior Credit Agreement and the other Loan Documents (as defined in the Prior Credit Agreement) and the collateral pledged thereunder shall secure, without interruption or impairment of any kind, all existing Obligations (as defined in the Prior Credit Agreement) under the Prior Credit Agreement and the other Loan Documents (as defined in the Prior Credit Agreement) as amended, restated, renewed, extended, consolidated or modified hereunder and under the other Loan Documents, together with all other Obligations hereunder; (iii) all Liens evidenced by the Loan Documents (as defined in the Prior Credit Agreement) are hereby ratified, confirmed and continued as modified, amended or restated under the Loan Documents; and (iv) this Agreement shall is intended to restate, renew, extend, consolidate, amend and restate and supersede modify the Existing Prior Credit Agreement in its entirety. On Borrowers and Lenders intend that (i) the Closing Date, the rights and obligations provisions of the parties evidenced by the Existing Prior Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Prior Credit Agreement) ), to the extent restated, renewed, extended, consolidated, amended or modified hereby and all by the other instruments Loan Documents, be hereby superseded and documents executed replaced by the provisions hereof and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents Loan Documents; and (bii) ratifiesby entering into and performing their respective obligations hereunder, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement transaction shall not constitute a refinancing, substitution novation and shall in no way adversely affect or novation impair the priority of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in Liens granted by the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Prior Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 3 contracts
Samples: Credit Agreement (Blount International Inc), Credit Agreement (Blount International Inc), Credit Agreement (Blount International Inc)
Amendment and Restatement. On Effective immediately upon the Closing Date, this Agreement shall amend the terms and restate and supersede conditions of the Existing Credit Agreement in its entiretyshall be amended and restated as set forth herein and the Existing Credit Agreement shall be superseded by this Agreement. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified the grant of security interests and Liens in effect on the Closing Date. All principal, interest, fees Collateral by the Borrowers and expenses, if any, owing or accruing the Guarantors under or in respect of the Existing Credit Agreement for periods prior to and the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the other “Loan Documents to “the Credit AgreementDocuments” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) shall continue under this Agreement and all the other instruments Loan Documents, and documents executed and delivered by such Loan Party shall not in favor of the Administrative Agent any event be terminated, extinguished or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior annulled but shall hereafter continue to or on the Closing Date, shall remain be in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of be governed by this Agreement and the other Loan Documents. All Obligations (as defined in the Existing Credit Documents Agreement) under the Existing Credit Agreement and the other “Loan Documents” (bas defined in the Existing Credit Agreement) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and shall continue to be outstanding except as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under expressly modified by this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied governed in all respects by the execution of this Agreement, and this Agreement shall and the other Loan Documents, it being agreed and understood that this Agreement does not constitute a refinancingnovation, substitution satisfaction, payment or novation reborrowing of such Obligations any Obligation (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any of the other rights, duties and obligations of the parties hereunder, and the terms “ObligationsLoan Document” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated nor does it operate as a waiver of any right, power or discharged on remedy of the Closing Date, Agent or any Lender under any “Loan Document” (as defined in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant the Existing Credit Agreement). All references to the terms of Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the other Loan Documentsprovisions hereof. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.152
Appears in 2 contracts
Samples: Credit Agreement (Clean Harbors Inc), Credit Agreement (Clean Harbors Inc)
Amendment and Restatement. On the Closing Date, this This Agreement shall amend amends and restate and supersede restates in its entirety the Existing Credit Agreement in its entiretyAgreement. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this This Agreement and the other Loan Documents govern the present relationship among the Loan Parties, Administrative Agent, the Lenders and the other Persons a signatory hereto. This Agreement, however, is in no way intended, nor shall it be construed, to affect, replace, impair or extinguish the creation, attachment, perfection or priority of the security interests in, and other Liens on, the Collateral, which security interests and other Liens each of the Loan Parties, by this Agreement, acknowledges, reaffirms and confirms to Administrative Agent and the Lenders. In addition, except as amendedotherwise provided herein, restatedall monetary obligations and liabilities and indebtedness of any Loan Party created or existing under, amended pursuant to, or as a result of, the Existing Credit Agreement (the “Existing Credit Agreement Obligations”) shall continue in existence within the definition of “Obligations” under this Agreement, which obligations, liabilities and restatedindebtedness the Loan Parties, supplemented by this Agreement, acknowledge, reaffirm, confirm and assume. The Loan Parties agree that any outstanding commitment to make advances or otherwise modified extend credit or credit support to any Loan Party and in effect each other obligation of any Person (other than a Loan Party) which is a party to the Existing Credit Agreement are hereby terminated. The Loan Parties represent and warrant that none of them have assigned or otherwise transferred any rights arising under the Existing Credit Agreement. In order to induce Administrative Agent and the Lenders to enter into this Agreement on the Closing Effective Date. All principal, interesteach Borrower hereby represents, fees warrants and expenses, if any, owing or accruing under or in respect covenants to Administrative Agent and the Lenders that it has determined that each Borrower will benefit specifically and materially from the amendment and restatement of the Existing Credit Agreement pursuant to this Agreement on the Effective Date and that each Borrower requested and bargained for periods the structure and terms of and security for the Loans contemplated by this Agreement on the Effective Date. Amounts in respect of interest, fees and other amounts payable to or for the account of Administrative Agent, Swingline Lender, Issuing Bank and Lenders shall be calculated (i) in accordance with the provisions of the Existing Credit Agreement with respect to any period (or a portion of any period) ending prior to the Closing Effective Date (and such amounts shall be calculated and paid on payable to the Closing Date. Upon applicable Persons a party to the effectiveness of this Agreement, each reference Existing Credit Agreement in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in accordance with the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date (ii) in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms provisions of this Agreement and with respect to any period (or a portion of any period) commencing on or after the other Credit Documents and (b) ratifiesEffective Date. On the Effective Date, reaffirms and confirms each Lender shall settle with Administrative Agent so that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paidsuch settlement, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any each Lender holds its pro rata share of the other rights, duties outstanding Loans and obligations of the parties hereunder, all participation interests in all Swingline Loans and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms Letters of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing DateCredit.
Appears in 2 contracts
Samples: Credit Agreement (Independence Contract Drilling, Inc.), Credit Agreement (Independence Contract Drilling, Inc.)
Amendment and Restatement. On the Closing Date, this (a) This Agreement shall is intended to amend and restate and supersede the Existing Credit Agreement and replace in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant entirety the Existing Credit Agreement, unless terminated or discharged prior without novation, with the Commitments set forth herein and the Lenders and L/C Issuers party hereto. Any Lender party to or on the Closing Date, Existing Credit Agreement not listed in the signature pages hereof shall remain in full force and effect cease to be a Lender on the Closing Date in accordance with its terms, in each case as amended, restated, amended upon payment of all amounts (except principal) due to it under Section 4.01(d) and restated, supplemented or otherwise modified and/or reaffirmed pursuant all amounts of principal owing to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding it under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit AgreementSection 10.21(b), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interestson the Closing Date, pledges, assignments and other Liens and Guarantees each Lender listed on the signature pages hereof not previously granted by any Loan Party pursuant party to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmedshall be and become a Lender hereunder and shall have all of the rights and be obligated to perform all of the obligations of a Lender hereunder to the extent of its Commitment. Notwithstanding anything to the contrary contained in the Existing Credit Agreement, ratifiedin order to effect the restructuring of the existing credit facilities as contemplated by this Agreement, renewed (i) all existing Letters of Credit under (and continuedas defined in) the Existing Credit Agreement will be deemed to be Letters of Credit in accordance with this Agreement and (ii) all accrued and unpaid interest, and all such security interestsaccrued and incurred and unpaid fees, pledgescosts and expenses payable under the Existing Credit Agreement, assignments including all accrued and unpaid Letter of Credit Fees under (and as defined in) Section 2.3(h) of the Existing Credit Agreement, fronting fees under (and as described in ) Section 2.3(i) of the Existing Credit Agreement and all fees and expenses outstanding under Section 10.04(a) and Section 10.4(b) of the Existing Credit Agreement and other Liens similar costs and Guaranteesexpenses, in each case, unless expressly terminated, superseded will be due and payable on the Closing Date. The Letters of Credit (undrawn or discharged drawn but as yet unreimbursed as of the Closing Date) outstanding under the Existing Credit Agreement on and after the Closing Date, shall remain which are specified on Schedule 1.02, shall, following the satisfaction of all conditions precedent as set forth in full force Section 4.01 to the initial Credit Extension hereunder, be deemed to constitute Letters of Credit issued hereunder in the same manner and effect subject to the same terms and conditions as security for the Obligations (if issued initially as defined in this Agreement) on and after the Closing DateLetters of Credit pursuant to Section 2.03.
Appears in 2 contracts
Samples: Credit Agreement (Jacobs Engineering Group Inc /De/), Credit Agreement (Jacobs Engineering Group Inc /De/)
Amendment and Restatement. On It is the Closing Date, intention of the parties hereto that this Agreement shall amend amends, restates, supersedes and restate and supersede replaces the Existing Credit Agreement in its entirety. On ; provided, that, such amendment and restatement shall operate to renew, amend, modify, and extend all of the Closing Daterights, the rights duties, liabilities and obligations of the parties evidenced by Borrower under the Existing Credit Agreement shall be evidenced by this Agreement and under the other Existing Loan Documents as Documents, which rights, duties, liabilities and obligations are hereby renewed, amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Dateextended, and shall not act as a novation thereof. All principal, interest, fees The parties hereto ratify and expenses, if any, owing or accruing under or in respect confirm each of the Existing Credit Agreement for periods Loan Documents entered into prior to the Closing Effective Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in but excluding the Existing Credit Agreement) and agree that such Existing Loan Documents continue to be legal, valid, binding and enforceable in accordance with their terms (except to the extent amended, restated and/or superseded in connection with the transactions contemplated hereby), however, for all other instruments matters arising prior to the Effective Date (including the accrual and documents executed payment of interest and delivered by such Loan Party in favor fees, and matters relating to indemnification and compliance with financial covenants), the terms of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement (as unmodified by this Agreement, unless terminated or discharged prior to or on the Closing Date, ) shall remain in full force control and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended are hereby ratified and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement confirmed. Parent and the other Credit Documents Borrower each represent and (b) ratifies, reaffirms and confirms warrant that, the Obligations that remain unpaid and outstanding as of the date Effective Date, there are no claims or offsets against, or defenses or counterclaims to, its obligations (or the obligations of this any Guarantor) under the Existing Credit Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality The parties hereto have caused this Agreement to be duly executed as of the foregoingday and year first above written. BORROWER: EXTERRAN ENERGY SOLUTIONS, all security interestsL.P., pledgesa Delaware limited partnership By: /s/ Xxx X. Xxxx Name: Xxx X. Xxxx Title: Senior Vice President and Chief Financial Officer Address for Notices: 0000 Xxxxxxxxxx Xxxx Xxxxxxx, assignments Xxxxx 00000 Facsimile No: (000) 000-0000 Telephone No.: (000) 000-0000 e-mail: xxxxx.xxxxxx@xxxxxxxx.xxx Attention: Deputy General Counsel Copy to: Xxxxxxx Xxxx Vice Present, Finance and other Liens Treasury Facsimile No: (000) 000-0000 e-mail: xxxxxxx.xxxx@xxxxxxxx.xxx Copy to: Xxxxxxxx Xxxxxx Sidley Austin LLP 0000 Xxxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, Xxxxx 00000 AMENDED AND RESTATED CREDIT AGREEMENT – EXTERRAN ENERGY SOLUTIONS, L.P. PARENT: EXTERRAN CORPORATION, a Delaware corporation By: /s/ Xxx X. Xxxx Name: Xxx X. Xxxx Title: Senior Vice President and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed Chief Financial Officer Address for Notices: 0000 Xxxxxxxxxx Xxxx Xxxxxxx, Xxxxx 00000 Facsimile No: (000) 000-0000 Telephone No.: (000) 000-0000 e-mail: xxxxx.xxxxxx@xxxxxxxx.xxx Attention: Deputy General Counsel Copy to: Xxxxxxx Xxxx Vice Present, Finance and delivered in connection with the Existing Credit Agreement are hereby reaffirmedTreasury Facsimile No: (000) 000-0000 e-mail: xxxxxxx.xxxx@xxxxxxxx.xxx Copy to: Xxxxxxxx Xxxxxx Sidley Austin LLP 0000 Xxxxxxxxx Xxxxxx Xxxxx 0000 Xxxxxxx, ratifiedXxxxx 00000 AMENDED AND RESTATED CREDIT AGREEMENT – EXTERRAN ENERGY SOLUTIONS, renewed L.P. ADMINISTRATIVE AGENT, ISSUING BANK, SWINGLINE LENDER AND LENDER: XXXXX FARGO BANK, NATIONAL ASSOCIATION, Individually and continuedas Administrative Agent By: /s/ C. Xxxxx Xxxxxx Name: C. Xxxxx Xxxxxx Title: Managing Director Lending Office for ABR Loans and LIBOR Loans: WLS Agency Services 0000 X Xx Xxxxxx Blvd. 23rd Floor NC 0680 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Facsimile No.: (000) 000-0000 Address for Notices: Xxxxx Fargo Bank, National Association 0000 Xxxxxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxx 00000 Attention: C. Xxxxx Xxxxxx Facsimile No.: (000) 000-0000 Copy to: Xxxx X. Xxxxxxx Xxxxxx & Xxxxxx L.L.P. 0000 Xxxx Xxxxxx Suite 3700 Dallas, Texas 75201 AMENDED AND RESTATED CREDIT AGREEMENT – EXTERRAN ENERGY SOLUTIONS, L.P. LENDERS: CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender and all such security interestsIssuing Bank By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director AMENDED AND RESTATED CREDIT AGREEMENT – EXTERRAN ENERGY SOLUTIONS, pledgesL.P. BANK OF AMERICA, assignments N.A., as a Lender and other Liens Issuing Bank By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: SVP AMENDED AND RESTATED CREDIT AGREEMENT – EXTERRAN ENERGY SOLUTIONS, L.P. ROYAL BANK OF CANADA, as a Lender and GuaranteesIssuing Bank By: /s/ Xxxxx Xxxxx, in each caseJr. Name: Xxxxx Xxxxx, unless expressly terminatedJr. Title: Authorized Signatory AMENDED AND RESTATED CREDIT AGREEMENT – EXTERRAN ENERGY SOLUTIONS, superseded or discharged on L.P. CITIBANK, N.A., as a Lender and after the Closing DateIssuing Bank By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President AMENDED AND RESTATED CREDIT AGREEMENT – EXTERRAN ENERGY SOLUTIONS, shall remain in full force L.P. THE BANK OF NOVA SCOTIA, as a Lender and effect Issuing Bank By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director AMENDED AND RESTATED CREDIT AGREEMENT – EXTERRAN ENERGY SOLUTIONS, L.P. SUMITOMO MITSUI BANKING CORPORATION, as security for the Obligations (a Lender By: /s/ Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: Managing Director AMENDED AND RESTATED CREDIT AGREEMENT – EXTERRAN ENERGY SOLUTIONS, X.X. XXXXXXX XXXXX BANK USA, as defined in this Agreement) on and after the Closing Date.a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory AMENDED AND RESTATED CREDIT AGREEMENT – EXTERRAN ENERGY SOLUTIONS, L.P. HSBC BANK USA, NA, as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President 20556 AMENDED AND RESTATED CREDIT AGREEMENT – EXTERRAN ENERGY SOLUTIONS, L.P. SANTANDER BANK, N.A., as a Lender By: /s/ Xxxxx X’Xxxxxxxx Name: Xxxxx X’Xxxxxxxx Title: Senior Vice President By: /s/ Puiki Lok Name: Puiki Lok Title: Vice President AMENDED AND RESTATED CREDIT AGREEMENT – EXTERRAN ENERGY SOLUTIONS, L.P. TRUSTMARK NATIONAL BANK, as a Lender By: /s/ Xxxx Deutsch Name: Xxxx Deutsch Title: Senior Vice President AMENDED AND RESTATED CREDIT AGREEMENT – EXTERRAN ENERGY SOLUTIONS, L.P. BRANCH BANKING AND TRUST COMPANY, as a Lender By: /s/ XxXxx X. Xxxx Name: XxXxx X. Xxxx Title: Senior Vice President AMENDED AND RESTATED CREDIT AGREEMENT – EXTERRAN ENERGY SOLUTIONS, L.P. CATERPILLAR FINANCIAL SERVICES CORPORATION, as a Lender By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director CAT Power Finance Americas AMENDED AND RESTATED CREDIT AGREEMENT – EXTERRAN ENERGY SOLUTIONS, L.P.
Appears in 2 contracts
Samples: Credit Agreement (Exterran Holdings Inc.), Credit Agreement (Exterran Corp)
Amendment and Restatement. On It is the Closing Date, intention of the parties hereto that this Agreement shall amend amends, restates, supersedes and restate and supersede replaces the Existing Credit Agreement in its entirety. On ; provided, that, (a) such amendment and restatement shall operate to renew, amend, modify, and extend all of the Closing Daterights, the rights duties, liabilities and obligations of the parties evidenced by Borrower under the Existing Credit Agreement shall be evidenced by this Agreement and under the other Existing Loan Documents as Documents, which rights, duties, liabilities and obligations are hereby renewed, amended, restated, amended and restated, supplemented or otherwise modified and in effect on extended, and shall not act as a novation thereof, and (b) the Closing Date. All principal, interest, fees Liens securing the Indebtedness under and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) Agreement and all other instruments the rights, duties, liabilities and documents executed and delivered by such Loan Party in favor obligations of the Administrative Agent or Borrower and the Collateral AgentGuarantors under the Existing Credit Agreement and the Existing Loan Documents to which they are a party shall not be extinguished but shall be carried forward and shall secure such Indebtedness, obligations and liabilities as applicableamended, pursuant renewed, extended and restated hereby. The parties hereto ratify and confirm each of the Existing Loan Documents entered into prior to the Effective Date (but excluding the Existing Credit Agreement) and agree that such Existing Loan Documents continue to be legal, unless terminated or discharged prior to or on the Closing Datevalid, shall remain in full force binding and effect on the Closing Date enforceable in accordance with its terms, in each case as their terms (except to the extent amended, restatedrestated and/or superseded in connection with the transactions contemplated hereby), amended however, for all matters arising prior to the Effective Date (including the accrual and restatedpayment of interest and fees, supplemented or otherwise modified and/or reaffirmed pursuant and matters relating to indemnification and compliance with financial covenants), the terms of the Existing Credit Agreement (as unmodified by this Agreement Agreement) shall control and the other Credit Documents are hereby ratified and (b) ratifies, reaffirms confirmed. The Borrower represents and confirms warrants that, the Obligations that remain unpaid and outstanding as of the date Effective Date, there are no claims or offsets against, or defenses or counterclaims to, its obligations (or the obligations of this any Guarantor) under the Existing Credit Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Centennial Resource Development, Inc.), Credit Agreement (Centennial Resource Development, Inc.)
Amendment and Restatement. On In order to facilitate this amendment and restatement and otherwise to effectuate the Closing Datedesires of the Borrowers, this Agreement shall amend the Administrative Agent and restate the Lenders: The Borrowers, the Administrative Agent and supersede the Existing Credit Agreement in its entirety. On Lenders hereby agree that, on the Closing Date, the rights terms and obligations provisions of the parties evidenced by the Existing Credit Agreement shall be evidenced and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement Agreement, and the other Loan Documents as amended, restated, amended terms and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect provisions of the Existing Credit Agreement for periods prior to the Closing Date Agreement, except as otherwise expressly provided herein, shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean superseded by this Agreement. Each Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 11.24, and of any related “Loan Party Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (a) acknowledges and agrees that each Loan Document all Obligations (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant outstanding under the Existing Credit AgreementAgreement and other Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, unless terminated (b) each of this Agreement and the Notes and any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Borrowers under the Existing Credit Agreement or discharged prior any other Prior Loan Document and (c) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. The parties hereby agree that (i) on the Closing Date, the Commitments shall remain be as set forth in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents Schedule 2.01 and (bii) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as transactions contemplated under this Section 11.24 shall not give rise to any obligation of the date Borrowers to make any payment under Section 3.04 or 3.05 of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all (other than with respect to obligations to make such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after payments to any lender party to the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in Existing Credit Agreement who is not also a party to this Agreement) on and after the Closing Date).
Appears in 2 contracts
Samples: Credit Agreement (Danaher Corp /De/), Credit Agreement (Danaher Corp /De/)
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this This Agreement and the other Loan Documents as amended, restated, amended amend and restated, supplemented or otherwise modified and in effect on restate the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Original Loan Agreement, each reference in the Original Security Agreement and the other “Loan Documents to “the Credit AgreementDocuments” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Original Loan Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other ). All rights, duties benefits, indebtedness, interests, liabilities and obligations of the parties hereunderto the Original Loan Agreement, the Original Security Agreement and the agreements, documents and instruments executed and delivered in connection with the Original Loan Agreement and the Original Security Agreement (collectively, the “Original Loan Documents”) are hereby renewed, amended, restated and superseded in their entirety according to the terms “Obligations” as such term is used and provisions set forth herein and in the other Loan Documents Documents. This Agreement does not constitute, nor shall include the Obligations as amended and restated under this Agreementit result in, and (y) are secured a waiver of or release, discharge or forgiveness of any amount payable pursuant to the Collateral Original Loan Documents (as defined or any indebtedness, liabilities or obligations of Obligors thereunder, all of which are renewed and continued and are hereafter payable and to be performed in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of accordance with this Agreement and the other Loan Documents. Without limiting Neither this Agreement nor any other Loan Document extinguishes the generality of indebtedness or liabilities outstanding in connection with the foregoingOriginal Loan Documents, all nor do they constitute a novation with respect thereto. All security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party Obligor pursuant to the Original Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations except as modified by the provisions hereof. Amounts in respect of interest, fees and other amounts payable to or for the account of Agent, Issuing Bank and Lenders shall be calculated (as defined i) in accordance with the provisions of the Original Loan Agreement with respect to any period (or a portion of any period) ending prior to the Closing Date, and (ii) in accordance with the provisions of this AgreementAgreement with respect to any period (or a portion of any period) commencing on and or after the Closing Date.
Appears in 2 contracts
Samples: Loan and Security Agreement (Enpro Industries, Inc), Loan and Security Agreement (Enpro Industries, Inc)
Amendment and Restatement. On Subject to the satisfaction or waiver of each condition precedent contained in Section 4, the Original Agreement shall be amended and restated as of the Closing DateDate in its entirety in the form of this Agreement. It is the intention of each Principal Company, the Lenders and the Agent that this Agreement shall amend supersede and restate and supersede replace the Existing Credit Original Agreement in its entirety. On the Closing Date; provided, however, that (a) such amendment and restatement shall operate to renew, amend, restate and modify the rights and obligations of the parties evidenced by under the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Original Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, as provided herein, but shall not effect a novation, refinancing, discharge, extinguishment or refunding thereof, (b) unless otherwise provided for herein and evidenced by a separate written agreement, amendment or release, no other Loan Document, as defined in and as executed and/or delivered pursuant to the Existing Credit Agreementterms of the Original Agreement shall be amended, unless modified, terminated or discharged prior to or on the Closing Datereleased in any respect, and all of such other Loan Documents shall remain in full force and effect on effect, except that the Principal Companies, the Lenders and the Agent agree that by executing this Agreement it is confirmed and agreed that the definition of “Credit Agreement” contained in each such Loan Document (or any other defined term referring to the Original Agreement in any Loan Document) shall from and after the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of mean this Agreement and the other Credit Documents and all future amendments hereto, (bc) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect is not intended to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancingrelease, substitution waiver, or novation discharge of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used rights or remedies set forth in the Loan Documents or, prior to the Closing, the Original Agreement, (d) all Obligations under the Loan Documents (including principal amounts outstanding, accrued unpaid interest and fees, any outstanding obligations of the Company or any other Loan Party with respect to indemnification or expenses, and all obligations of the Grantors with respect to guarantees of such Obligations) shall include the be carried forward, preserved, ratified and confirmed as Obligations as amended and restated under this Agreement, and (ye) are secured the Liens securing the Indebtedness and other Obligations under the existing Loan Documents and granted pursuant to the Collateral such existing Loan Documents (shall not be extinguished, but shall be carried forward, and such Liens shall secure all Indebtedness hereunder and other Obligations as defined in the Existing Credit Agreement)renewed, unless terminated or discharged on the Closing Date, in each case as amended, restatedrestated and modified hereby, amended and restated, supplemented whether created or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded existing before or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Tennenbaum Capital Partners LLC), Credit Agreement (Dialogic Inc.)
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. (a) On the Closing Date, the commitments, loans, rights and obligations of and the parties evidenced by liens and security interests under the Existing Credit Agreement shall be assigned to the Lenders and the Administrative Agent, as applicable, pursuant to the Master Assignment and the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except that the Borrower, the Administrative Agent and the Lenders agree that (i) the “Indebtedness” incurred by the Borrower under and as defined in the Existing Credit Agreement (whether or not such Indebtedness is contingent as of the Closing Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents as amendedCredit Documents, restated, amended and restated, supplemented or otherwise modified and in effect (ii) the Lenders under the Existing Credit Agreement hereby waive the reimbursement of any breakage costs incurred on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing Date under or in respect Section 2.17 of the Existing Credit Agreement, (iii) the Existing Credit Agreement for periods shall continue to evidence the representations and warranties made by the Borrower prior to the Closing Date, (iv) except as expressly stated herein or amended, amended and restated or otherwise modified, the other Credit Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Indebtedness, and (v) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Closing Date shall be calculated and paid on (including any failure, prior to the Closing Date. Upon , to comply with the effectiveness of this Agreement, each reference covenants contained in the Loan Documents to “the Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or words “Event of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges Default” under and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged Agreement existing prior to or on the Closing Date, shall remain . This Agreement is not in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant any way intended to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as constitute a novation of the date of this Agreement after giving effect to the Transactions (x) continue outstanding obligations and liabilities existing under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed or evidence payment of all or any portion of such obligations and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Dateliabilities.
Appears in 2 contracts
Samples: Credit Agreement (ARKO Corp.), Credit Agreement (ARKO Corp.)
Amendment and Restatement. On Each of the Closing DateBorrower, this Agreement shall amend Manager, Servicer, Seller, Lenders, Agent, Paying Agent and restate Custodian acknowledge and supersede agree that, upon the Existing Credit Agreement satisfaction of the conditions in its entirety. On Section 3.1, on the Closing Restatement Date, the rights and obligations of the parties evidenced by the Existing Original Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Original Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the Original Obligations under the Original Credit Agreement (whether or not such obligations are contingent as of the Restatement Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Date and (iii) any action or omission performed or required to be performed pursuant to such Original Credit Agreement prior to the Restatement Date (including any failure, prior to the Restatement Date, to comply with the covenants contained in such Original Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Potential Default” or “Event of Default” under and as defined in the Original Credit Agreement prior to the Restatement Date. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the “Obligations” under the Transaction Documents and that all “Obligations” of the Borrower hereunder shall continue to be secured by Liens evidenced by under the Security Agreement, and that this Agreement does not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Credit Agreement. The terms and conditions of this Agreement and the Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Transaction Documents shall apply to all of the obligations incurred under the Original Credit Agreement. This amendment and restatement is limited as amendedwritten and is not a consent to any other amendment, restatedrestatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Transaction Document, each of the Transaction Documents shall continue in full force and effect and, from and after the Restatement Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement. Additionally, in connection with the foregoing, the Agent consents to (i) the amendment and restatement of the Original Parent Guaranty and (ii) the amendment and restatement of (a) the first amended and restated, supplemented or otherwise modified and restated limited liability company agreement of the Borrower (as in effect on the Closing Date. All principal, interest, fees date hereof) and expenses, if any, owing or accruing under or in respect (b) the second amended and restated limited liability company agreement of the Existing Credit Agreement for periods Seller (as in effect on the date hereof), in each case in form and substantive acceptable to the Agent. Notwithstanding anything contained herein to the contrary, the Original Parent Guaranty (as amended and restated on the date hereof) and the obligations contained therein shall remain in full effect (as amended and restated) as of the Restatement Date and shall survive the termination of the Transaction Documents in effect immediately prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Sunnova Energy International Inc.), Credit Agreement (Sunnova Energy International Inc.)
Amendment and Restatement. On the Closing Date, this This Agreement shall amend become effective as of December 31, 2015, and restate shall supersede all provisions of the Existing Credit Agreement as of such date. From and supersede after December 31, 2015, all references made to the Existing Credit Agreement in its entiretyany Loan Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. On the Closing Date, the rights This Agreement amends and obligations of the parties evidenced by restates the Existing Credit Agreement shall and is not intended to be evidenced by this Agreement or operate as a novation or an accord and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect satisfaction of the Existing Credit Agreement or the indebtedness, obligations and liabilities of any Borrower or other Loan Party evidenced or provided for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreementthereunder. Each Loan Party (a) hereby acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents it heretofore executed and delivered certain Collateral Documents and agree that the Liens created and provided for by such Loan Party in favor the Collateral Documents continue to secure, among other things, the Secured Obligations as described therein, including the relevant Obligations arising under this Agreement; and the Collateral Documents and the rights and remedies of the Administrative Agent or thereunder, the Collateral Agentobligations of the relevant Loan Parties thereunder, as applicable, pursuant and the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall Liens created and provided for thereunder remain in full force and effect on and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the Closing Date in accordance with its terms, in each case priority of the Liens created and provided for by the Collateral Documents as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms indebtedness which would be secured thereby prior to giving effect to this Agreement. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the “Credit Agreement” and any other Loan Document referred to in any of the Collateral Documents shall from and after December 31, 2015, be deemed a reference to this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant referred to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Dateherein.
Appears in 2 contracts
Samples: Multicurrency Credit Agreement (Fenix Parts, Inc.), Multicurrency Credit Agreement (Fenix Parts, Inc.)
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. (a) On the Closing Date, the rights Existing Credit Agreement shall be amended and obligations of the parties evidenced restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except that the Borrower, the Administrative Agent and the Lenders agree that (i) the incurrence by the Borrower of “Indebtedness” under and as defined in the Existing Credit Agreement (whether or not such “Indebtedness” is contingent as of the Closing Date) shall continue to exist under and be evidenced by this Agreement and the other Loan Documents as amendedDocuments, restated, amended and restated, supplemented or otherwise modified and in effect (ii) the Existing Lenders that are Lenders hereunder hereby waive any breakage costs incurred on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing Date under or in respect Section 3.05 of the Existing Credit Agreement, (iii) the Existing Credit Agreement for periods shall continue to evidence the representations and warranties made by the Borrower prior to the Closing Date, (iv) except as expressly stated herein or otherwise amended, the other Loan Documents are ratified and confirmed as remaining unmodified and in full force and effect with respect to all Obligations and (v) the Existing Credit Agreement shall continue to evidence any action or omission performed or required to be performed pursuant to the Existing Credit Agreement prior to the Closing Date shall be calculated and paid on (including any failure, prior to the Closing Date. Upon , to comply with the effectiveness of this Agreement, each reference covenants contained in the Loan Documents to “the Existing Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or words “Event of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges Default” under and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged Agreement existing prior to or on the Closing Date, shall remain . This Agreement is not in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant any way intended to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as constitute a novation of the date of this Agreement after giving effect to the Transactions (x) continue outstanding obligations and liabilities existing under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed or evidence payment of all or any portion of such obligations and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Dateliabilities.
Appears in 2 contracts
Samples: Assignment and Assumption (Tapstone Energy Inc.), Credit Agreement (Tapstone Energy Inc.)
Amendment and Restatement. On The Borrowers, the Closing DateBanks, the Agent, the Japan Local Currency Agent and the Local Currency Agent each agree that, upon (i) the execution and delivery of this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations by each of the parties evidenced hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as hereby are amended, restated, amended superseded and restated, supplemented or otherwise modified restated in their entirety by the terms and in effect on the Closing Dateprovisions of this Agreement. All principal, interest, fees This Agreement is not intended to and expenses, if any, owing or accruing under or in respect shall not constitute a novation of the Existing Credit Agreement for periods prior or the Debt created thereunder. The commitment of each Bank that is a party to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral AgentAgreement shall, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, automatically be deemed amended and the only commitments shall remain in full force and effect be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans incurred under the Existing Credit Agreement which are outstanding on the Closing Date in accordance with its terms, in each case shall continue as amended, restated, amended Advances under (and restated, supplemented or otherwise modified and/or reaffirmed pursuant to shall be governed by the terms of of) this Agreement and the other Credit Documents and Agreement, (b) ratifies, reaffirms and confirms that, all obligations under the Obligations that remain unpaid and outstanding as of the date of this Existing Credit Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations with any Bank or any Affiliate of any Bank which are outstanding on the other rights, duties and Closing Date shall continue as obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (yc) are secured pursuant the Agent shall have full power and authority to allocate the Commitments and Revolving Credit Commitments of the Banks as in effect immediately prior to the Collateral Documents (as defined in the Existing Credit Agreement)Closing Date such that, unless terminated or discharged immediately after giving effect to such allocations on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to Bank shall hold the terms of this Agreement “Commitment” and the other Loan Documents. Without limiting “Revolving Credit Commitment” set forth next to its name on Schedule I hereto and the generality of the foregoingBanks further agree to make all assignments and/or transfers, all security interestsand hereby consent to any such assignments and transfers, pledgeswhich may be necessary (including, without limitation, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant of funded obligations) to effect the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined allocations described in this Agreement) on and after the Closing Dateclause (c).
Appears in 2 contracts
Samples: Credit Agreement (Caterpillar Inc), Credit Agreement (Caterpillar Financial Services Corp)
Amendment and Restatement. On The Borrower, the Closing DateBanks and the Agent agree that, upon (i) the execution and delivery of this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations by each of the parties evidenced hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Credit Agreement shall be evidenced and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation, payment and reborrowing or termination of the “Borrower Obligations” under and as defined in the Existing Credit Agreement and the other “Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit AgreementDocuments” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party as in favor of effect prior to the Administrative Agent date hereof or the Collateral Agent, as applicable, pursuant Indebtedness created thereunder. The commitment of each Bank that is a party to the Existing Credit AgreementAgreement shall, unless terminated or discharged prior to or on the Closing Datedate hereof, automatically be deemed amended and the only commitments shall remain in full force be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and effect letters of credit incurred under the Existing Credit Agreement which are outstanding on the Closing Date in accordance with its terms, in each case date hereof shall continue as amended, restated, amended Loans and restated, supplemented or otherwise modified and/or reaffirmed pursuant to Letters of Credit under (and shall be governed by the terms of of) this Agreement and the other Credit Documents and Loan Documents, (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used all references in the “Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents Documents” (as defined in the Existing Credit Agreement)) to the “Agent”, unless terminated the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, respectively, (c) all obligations constituting “Borrower Obligations” under the Existing Credit Agreement with any Bank or discharged any affiliate of any Bank which are outstanding on the Closing Date, in each case date hereof shall continue as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of Borrower Obligations under this Agreement and the other Loan Documents. Without limiting , (d) any “Revolving Note” under the generality of Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the foregoingRevolving Note (if any) issued to such Bank under this Agreement, all security interests, pledges, assignments (e) each Departing Bank’s “Commitment” under the Existing Credit Agreement shall be terminated and other Liens “Borrower Obligations” owing to it under and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continuedshall be repaid by the Borrower, and all each Departing Bank shall not be a Bank hereunder, and (f) the Agent shall make such security interestsreallocations, pledgessales, assignments or other relevant actions in respect of each Bank’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Borrower Obligations in respect of Loans, interest and fees due and payable to a Bank hereunder reflect such Bank’s pro rata share on the date hereof, and the Borrower hereby agrees to compensate each Bank for any and all losses, costs and expenses incurred by such Bank in connection with the sale and assignment of any LIBOR Advance (as such term is defined in the Existing Credit Agreement) on the terms and in the manner set forth herein. Notwithstanding anything in this Agreement or any other Liens Loan Document to the contrary, interest on all LIBOR Advances outstanding under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement shall continue to accrue and Guarantees, in each case, unless expressly terminated, superseded or discharged on be paid based upon the LIBOR Rate (Reserve Adjusted) applicable pursuant to the terms of (and after as defined in) the Closing Date, shall remain in full force and effect as security for Existing Credit Agreement immediately prior to date of this Agreement solely until the Obligations expiration of the current Interest Period (as defined in the Existing Credit Agreement immediately prior to effectiveness of this Agreement) on applicable thereto (at which time such LIBOR Advances may be reborrowed as or converted to Base Rate Advances or Term SOFR Advances in accordance with this Section 2.4); provided, however, that from and after the Closing Dateeffective date of this Agreement, the Applicable Margin to be applied to any such LIBOR Advances shall be based on the Applicable Margin for Term SOFR Advances under this Agreement. For the avoidance of doubt, such Applicable Margin for Term SOFR Advances does not include SOFR Adjustment applicable to such Term SOFR Advances. Each Bank hereby confirms the Agent’s authority to enter into such additional reaffirmations of, or any amendments to, amendments and restatements of, or other modifications to, the other existing Loan Documents as the Agent shall approve in its sole discretion, in connection with the amendment and restatement of the Existing Credit Agreement so long as such amendments, restatements or other modifications do not contain any material modifications adverse to the Banks (and, for the avoidance of doubt, such modifications may include the addition of Loan Parties and other changes that are otherwise permitted by the Agent’s authority under or with respect to such existing Loan Documents or are consistent with changes in provisions included in this Agreement as compared to the provisions of the Existing Credit Agreement).
Appears in 2 contracts
Samples: Credit Agreement (Otter Tail Corp), Credit Agreement (Otter Tail Corp)
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this This Agreement and the other Credit Documents amend and (b) ratifies, reaffirms and confirms that, restate the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Existing Credit Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “ObligationsCredit Documents” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement). All rights, unless terminated or discharged on benefits, indebtedness, interests, liabilities and obligations of the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant parties to the terms of this Existing Credit Agreement and the other Loan Documents. Without limiting the generality of the foregoingagreements, all security interests, pledges, assignments documents and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents instruments executed and delivered in connection with the Existing Credit Agreement (collectively, the “Existing Credit Documents”) are hereby reaffirmedrenewed, ratifiedamended, restated and superseded in their entirety according to the terms and provisions set forth herein and in the other Credit Documents. This Agreement does not constitute, nor shall it result in, a waiver of or release, discharge or forgiveness of any amount payable pursuant to the Existing Credit Documents or any indebtedness, liabilities or obligations of Credit Parties thereunder, all of which are renewed and continued and are hereafter payable and to be performed in accordance with this Agreement and the other Credit Documents. Neither this Agreement nor any other Credit Document extinguishes the indebtedness or liabilities outstanding in connection with the Existing Credit Documents, nor do they constitute a novation with respect thereto. All security interests, pledges, assignments and other Liens previously granted by any Credit Party pursuant to the Existing Credit Documents are hereby renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations except as otherwise provided by this Agreement or the Pledge and Security Agreement. Amounts in respect of interest, fees and other amounts payable to or for the account of Agent and Lenders shall be calculated (as defined i) in accordance with the provisions of the Existing Credit Agreement with respect to any period (or a portion of any period) ending prior to the Closing Date, and (ii) in accordance with the provisions of this AgreementAgreement with respect to any period (or a portion of any period) commencing on and or after the Closing Date.. 129
Appears in 2 contracts
Samples: General Intercreditor Agreement (Euramax International, Inc.), Senior Secured Revolving Credit and Guaranty Agreement (Euramax International, Inc.)
Amendment and Restatement. On It is the Closing Date, intention of the parties hereto that this Agreement shall amend amends, restates, supersedes and restate and supersede replaces the Existing Credit Agreement in its entirety. On 158 entirety (other than that portion of the Closing DateExisting Credit Agreement which is amended and restated in its entirety by the Amended and Restated Gulf Credit Agreement); provided, that, (a) such amendment and restatement shall operate to renew, amend, modify, and extend all of the rights rights, duties, liabilities and obligations of the parties evidenced applicable Loan Parties under the Existing Credit Agreement and under the Existing Loan Documents, which rights, duties, liabilities and obligations are hereby renewed, amended, modified and extended, and shall not act as a novation thereof, (b) the Liens granted by any Borrower and each other Loan Party securing the Existing Obligations and the rights, duties, liabilities and obligations of the Loan Parties under (and as defined in) the Existing Credit Agreement and the Existing Loan Documents to which they are a party shall not be extinguished but shall be carried forward and shall secure such Existing Obligations, obligations and liabilities as amended, renewed, extended and restated hereby and (c) the Existing Credit Agreement shall also be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified restated in its entirety by the Amended and in effect on the Closing DateRestated Gulf Credit Agreement. All principal, interest, fees The parties hereto ratify and expenses, if any, owing or accruing under or in respect confirm each of the Existing Credit Agreement for periods Loan Documents entered into prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in but excluding the Existing Credit Agreement) and agree that such Existing Loan Documents continue to be legal, valid, binding and enforceable in accordance with their terms (except to the extent amended, restated and/or superseded in connection with the transactions contemplated hereby), however, for all other instruments matters arising prior to the Closing Date (including the accrual and documents executed payment of interest and delivered by such Loan Party in favor fees, and matters relating to indemnification and compliance with financial covenants), the terms of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement (as unmodified by this Agreement) shall control and are hereby ratified and confirmed. Each of Holdings and Crimson Operating represents and warrants that, unless terminated or discharged prior to or on as of the Closing Date, shall remain in full force and effect on there are no claims or offsets against, or defenses or counterclaims to, its obligations (or the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to obligations of any Guarantor) under the terms of this Existing Credit Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit The Gulf Entities are executing this Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (sole purpose of evidencing their agreement to Section 9.22 and this Section 9.23 only and for no other purpose and shall have no obligations under this Agreement except as defined set forth in Section 9.22 and this Agreement) on and after the Closing DateSection 9.23.
Appears in 2 contracts
Samples: Credit Agreement (CorEnergy Infrastructure Trust, Inc.), Credit Agreement (CorEnergy Infrastructure Trust, Inc.)
Amendment and Restatement. On the Closing Restatement Effective Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the Existing Credit Agreement (whether or not such obligations are contingent as of the Restatement Effective Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Effective Date and (iii) any action or omission performed or required to be performed pursuant to such Existing Credit Agreement prior to the Restatement Effective Date (including any failure, prior to the Restatement Effective Date, to comply with the covenants contained in such Existing Credit Agreement). Except solely to the extent set forth in Section 9.18, the amendments and restatements set forth herein shall not cure any breach thereof or any “Default” or “Event of Default” under and as defined in the Existing Credit Agreement prior to the Restatement Effective Date. It is the intention of each of the parties hereto that the Existing Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the Secured Obligations under the Loan Documents and that all Secured Obligations of the Borrower and the Subsidiary Guarantors hereunder shall continue to be secured by Liens evidenced by under the Security Documents, and that this Agreement does not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Credit Agreement. The terms and conditions of this Agreement and the Administrative Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect shall apply to all of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in obligations incurred under the Existing Credit Agreement) . This amendment and all restatement is limited as written and is not a consent to any other instruments and documents executed and delivered amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by such any other Loan Party in favor Document, each of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, Loan Documents shall remain continue in full force and effect on and, from and after the Closing Date in accordance with its termsRestatement Effective Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant all references to the terms of this Agreement and the other “Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and Agreement” contained therein shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of refer to this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 2 contracts
Samples: Senior Secured (FIDUS INVESTMENT Corp), Credit Agreement (FIDUS INVESTMENT Corp)
Amendment and Restatement. On It is the Closing Date, this Agreement shall amend and restate and supersede intention of each of the parties hereto that (a) the Existing Credit Agreement be amended and restated in its entirety. On entirety pursuant to this Agreement so as to preserve the Closing Date, the rights perfection and priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement, (b) that all Indebtedness and Obligations of the parties Borrower and the Guarantors hereunder and under the other Loan Documents shall be secured by the liens and security interests evidenced by under the Loan Documents and (c) that this Agreement does not constitute a novation or termination of the obligations and liabilities existing under the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented (or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect serve to terminate Section 10.3 of the Existing Credit Agreement for periods prior or any of the Borrower’s obligations thereunder with respect to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document Administrative Agent (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, Lenders (as applicable, pursuant defined in the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents Indemnitee (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended ). The parties hereto further acknowledge and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of agree that this Agreement and the other Loan Documents. Without limiting the generality constitutes an amendment of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are made under and in accordance with the terms of Section 10.2 of the Existing Credit Agreement. In addition, unless specifically amended hereby reaffirmedor in connection herewith, ratified, renewed each of the Loan Documents shall continue in full force and continued, effect. This Agreement restates and all such security interests, pledges, assignments and other Liens and Guaranteesreplaces, in each caseits entirety, unless expressly terminated, superseded or discharged on the Existing Credit Agreement; from and after the Closing Date, any reference in any of the other Loan Documents to the “Credit Agreement” or any like term shall remain in full force and effect as security for the Obligations (as defined in be deemed to refer to this Agreement) . Each Lender with a Revolving Commitment on and after the Closing DateDate shall be deemed to have agreed that its Revolving Commitment set forth on Schedule I hereto replaces in its entirety such Lender’s “Revolving Commitment” under the Existing Credit Agreement (if any).
Appears in 2 contracts
Samples: Credit Agreement (Ensign Group, Inc), Credit Agreement (Ensign Group, Inc)
Amendment and Restatement. On (a) It is the Closing Date, express intent of the parties hereto that this Agreement shall amend is entered into in substitution for, and restate and supersede not in payment of, the obligations of the Borrowers under the Existing Credit Agreement and is in its entirety. On the Closing Date, the rights and obligations no way intended to constitute a novation of any of the parties Borrowers’ indebtedness which was evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and or any of the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing DateDocuments. All principal, interest, fees “Loans” made and expenses, if any, owing or accruing “Secured Obligations” incurred under or in respect of the Existing Credit Agreement for periods prior to which are outstanding on the Closing Date shall continue as Loans and Secured Obligations under (and shall be calculated and paid governed by the terms of) this Agreement. Without limiting the foregoing, upon the effectiveness hereof: (i) all “Letters of Credit” issued (or deemed issued) under the Existing Credit Agreement which remain outstanding on the Closing Date. Upon Date shall continue as Letters of Credit under (and shall be governed by the effectiveness of terms of) this Agreement, each reference in the Loan Documents to (ii) all “the Credit AgreementSecured Obligations” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit owing to any “Lender Counterparty” under any “Secured Hedge Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement which are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged outstanding on and after the Closing Date, Date shall remain continue as Secured Obligations under this Agreement and the other Loan Documents and (iii) the “Revolving Loans” under and as defined under the Existing Credit Agreement of each Departing Lender shall be repaid in full force (accompanied by any accrued and effect as security for unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Obligations (as defined in this Agreement) on Existing Credit Agreement shall be terminated and after the Closing Dateeach Departing Lender shall not be a Lender hereunder.
Appears in 2 contracts
Samples: Credit Agreement (General Growth Properties, Inc.), Credit Agreement (General Growth Properties, Inc.)
Amendment and Restatement. On the Closing date hereof (the “Restatement Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date”), the rights and obligations of the parties evidenced by the Existing Credit Original Term Loan Agreement shall be evidenced amended, restated and superseded by this Agreement. The parties hereto acknowledge and agree that (a) this Agreement, the Term Loan Notes delivered pursuant to this Agreement (the “Restated Notes”) and the other Loan Documents as amendedFinancing Agreements executed and delivered in connection herewith do not constitute a novation, restatedpayment and reborrowing, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect termination of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit AgreementLiabilities” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Original Term Loan Agreement) under the Original Term Loan Agreement as in effect prior to the Restatement Date; (b) such “Liabilities” are in all respects continuing with only the terms thereof being amended and all other instruments and documents executed and delivered by such Loan Party modified as provided in favor of this Agreement; (c) the Administrative Agent or Liens granted in the Collateral Agent, as applicable, pursuant to the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain Financing Agreements securing payment of such “Liabilities” are in all respects continuing and in full force and effect on and secure the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as payment of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations Liabilities (as defined in this Agreement) and are hereby fully ratified and affirmed; and (d) upon the effectiveness of this Agreement all loans outstanding under the Original Term Loan Agreement immediately before the effectiveness of this Agreement will be part of the Loans hereunder on the terms and conditions set forth in this Agreement. Without limitation on the foregoing, each of the Borrowers hereby fully and unconditionally ratifies and affirms all of the Financing Agreements, as amended, and agrees that all security interests granted to PrivateBank or the Administrative Agent in the Collateral thereunder shall from and after the Closing Date.date hereof secure all Liabilities hereunder but in favor of the Administrative Agent for the ratable benefit of the Lenders - 100 - DM3\2429630.8
Appears in 2 contracts
Samples: Term Loan and Security Agreement (Diversicare Healthcare Services, Inc.), Term Loan and Security Agreement (Diversicare Healthcare Services, Inc.)
Amendment and Restatement. On Subject to the satisfaction or waiver of each condition precedent contained in Section 4, the Original Agreement shall be amended and restated as of the Closing DateDate in its entirety in the form of this Agreement. It is the intention of each Principal Company, the Lenders and the Agent that this Agreement shall amend supersede and restate and supersede replace the Existing Credit Original Agreement in its entirety. On the Closing Date; provided, however, that (a) such amendment and restatement shall operate to renew, amend, restate and modify the rights and obligations of the parties evidenced by under the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Original Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, as provided herein, but shall not effect a novation, refinancing, discharge, extinguishment or refunding thereof, (b) unless otherwise provided for herein and evidenced by a separate written agreement, amendment or release, no other Loan Document, as defined in and as executed and/or delivered pursuant to the Existing Credit Agreementterms of the Original Agreement shall be amended, unless modified, terminated or discharged prior to or on the Closing Datereleased in any respect, and all of such other Loan Documents shall remain in full force and effect on effect, except that the Principal Companies, the Lenders and the Agent agree that by executing this Agreement it is confirmed and agreed that the definition of “Credit Agreement” contained in each such Loan Document (or any other defined term referring to the Original Agreement in any Loan Document) shall from and after the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of mean this Agreement and the other Credit Documents and all future amendments hereto, (bc) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect is not intended to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancingrelease, substitution waiver, or novation discharge of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used rights or remedies set forth in the Loan Documents or, prior to the Closing, the Original Agreement, (d) subject to Section 2.1(a), all Obligations under the Loan Documents (including principal amounts outstanding, accrued unpaid interest and fees, any outstanding obligations of the Company or any other Loan Party with respect to indemnification or expenses, and all obligations of the Grantors with respect to guarantees of such Obligations) shall include the be carried forward, preserved, ratified and confirmed as Obligations as amended and restated under this Agreement, and (ye) are secured the Liens securing the Indebtedness and other Obligations under the existing Loan Documents and granted pursuant to the Collateral such existing Loan Documents (shall not be extinguished, but shall be carried forward, and such Liens shall secure all Indebtedness hereunder and other Obligations as defined in the Existing Credit Agreement)renewed, unless terminated or discharged on the Closing Date, in each case as amended, restatedrestated and modified hereby, amended and restated, supplemented whether created or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded existing before or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Tennenbaum Capital Partners LLC), Credit Agreement (Dialogic Inc.)
Amendment and Restatement. On the Closing Date, this This Agreement shall amend constitutes an amendment and restate and supersede restatement of the Existing Credit Agreement in its entiretyeffective from and after the Restatement Date. On The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Closing lenders or the administrative agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. The parties hereto agree that, on the Restatement Date, the rights and obligations of the parties evidenced following shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be evidenced by deemed to be amended and restated in its entirety pursuant to this Agreement Agreement; (b) the Collateral Documents and the other Loan Documents Liens created thereunder in favor of Bank of America, N.A., as amendedadministrative agent and Bank of America, restatedNational Association, amended and restatedacting through its Canada branch, supplemented or otherwise modified and in effect on as Canadian administrative agent, for the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect benefit of the Existing Credit Agreement for periods prior to holders of the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document Obligations (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant respect to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) and are hereby reaffirmed; (c) all Loan Obligations under the Existing Credit Agreement outstanding on the Restatement Date shall in all respects be continuing and after be deemed to Obligations outstanding hereunder; and (d) all references in the Closing other Loan Documents to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made in accordance with Section 11.01 of the Existing Credit Agreement. All loans and other obligations, including liens and security interests, of the Loan Parties outstanding as of the Restatement Date under the Existing Credit Agreement shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such loans, together with any extensions of credit made on the Restatement Date, reflect the Commitments of the Lenders hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Pra Group Inc), Credit Agreement (Pra Group Inc)
Amendment and Restatement. On the Closing DateThe parties hereto agree that, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On on the Closing Date, the rights and obligations of the parties evidenced following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, deemed to be amended and restated, supplemented or otherwise modified and restated in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing its entirety pursuant to this Agreement; (b) all obligations under or in respect of the Existing Credit Agreement for periods prior to outstanding on the Closing Date shall in all respects be calculated continuing and paid on shall be deemed to be Obligations outstanding hereunder; (c) the Closing Date. Upon guarantees made to the effectiveness lenders, the letter of this Agreementcredit issuers, the administrative agent and each reference in other holder of the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in obligations under the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant respect to the terms of this Agreement Secured Obligations and the other Credit Documents are hereby reaffirmed; and (bd) ratifiesthe security interests and liens in favor of Bank of America, reaffirms and confirms that, as administrative agent for the Obligations that remain unpaid and outstanding as benefit of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any holders of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on created under the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered collateral documents entered into in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for with respect to the Secured Obligations (as defined in this Agreement) on and after are hereby reaffirmed. On the Closing Date, (i) the Loan Parties shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 11.01 of the Existing Credit Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Amedisys Inc), Credit Agreement (Amedisys Inc)
Amendment and Restatement. On This Agreement amends, restates and continues the Closing DateExisting Agreement, and this Agreement shall amend and restate each Note and supersede the Existing Credit Agreement all Instruments, agreements, and documents executed in its entirety. On the Closing Dateconnection herewith, the rights constitute an amendment, renewal, continuance and obligations restatement of all Indebtedness and Obligations of the parties Borrower and the Guarantors evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing DateOriginal Notes. All principalpromissory notes, interestinstruments, fees documents, and expenses, if any, owing or accruing under or agreements entered into in respect of connection with the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, Original Note shall remain in full force and effect on effect, except to the Closing Date extent expressly modified in accordance with its their respective terms. It is expressly understood and agreed by the parties hereto that this Agreement is in no way intended to constitute, and does not constitute, a release, repayment, satisfaction, discharge or novation of the obligations and liabilities existing under the Existing Agreement or the Original Notes or a release, termination, novation or impairment of any Lien or Existing Credit Document. All Liens created pursuant to the Existing Credit Documents shall extend and apply to this Agreement and each Note issued hereunder and the full payment and performance of all Obligations, in each case as amendedfor the benefit of the Lenders and all such Liens are hereby expressly continued, restatedratified and confirmed by the Borrower and the Guarantors (except to the extent such Liens have previously been expressly released or modified or are being modified by the Credit Documents). The amendment and restatement hereby of the Existing Agreement, amended or the concurrent amendment and restatedrestatement of any other Existing Credit Document, supplemented shall not constitute a waiver of any conditions or otherwise modified and/or reaffirmed pursuant requirements set forth herein or therein, whether or not performed, fulfilled or required to be performed or fulfilled prior to the date hereof, nor does it constitute consent to any prior or existing default, event of default or breach of any provision hereof or of any other Existing Credit Document. All references to the Existing Agreement in any Existing Credit Document shall be deemed to refer to this Agreement. If any inconsistency exists between this Agreement and the Existing Credit Agreement, the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of shall prevail. Nothing contained in this Agreement after giving effect or any other document or instrument executed contemporaneously herewith shall be deemed to satisfy or discharge the Transactions (x) continue outstanding Indebtedness or Obligations arising under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties Note (this being an amendment and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreementrestatement only), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Royal Gold Inc), Revolving Credit Agreement (Royal Gold Inc)
Amendment and Restatement. On the Closing Date, Each undersigned Loan Party agrees that (a) this Agreement amends and restates and is substituted for (and is not executed in novation of) the Existing Credit Agreement, (b) that the security interest provided under the Collateral Documents referenced therein (the “Existing Collateral Documents”) shall amend continue uninterrupted and restate that the security interests granted under the Existing Collateral Documents continue in effect as security for all obligations and supersede liabilities under the Existing Credit Agreement as amended and restated by this Agreement and (c) that the guaranty provided under the Guaranty referenced therein (the “Existing Guaranty”) shall continue uninterrupted and that the guaranty provided under the Existing Guaranty shall continue in its entirety. On the Closing Date, the rights effect as guaranty for all obligations and obligations of the parties evidenced by liabilities under the Existing Credit Agreement shall be evidenced as amended and restated by this Agreement Agreement. Without limitation of the foregoing, each Loan Party acknowledges, confirms and agrees that it (i) has guaranteed the Obligations and (ii) created Liens in favor of the Lenders and other secured parties on the Collateral to secure its obligations hereunder and under the other Loan Documents as amendedto which it is a party. Each Loan Party acknowledges that it has reviewed the terms and provisions of this Agreement, restated, amended and restated, supplemented or otherwise modified consents to the amendment and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect restatement of the Existing Credit Agreement for periods prior effected pursuant to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (ax) acknowledges and agrees confirms that each Loan Document (as defined in the Existing Credit Agreement) to which it is a party or is otherwise bound and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent Collateral encumbered thereby will continue to guarantee or the Collateral Agentsecure, as applicablethe case may be, pursuant to the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date fullest extent possible in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms thatLoan Documents, the Obligations that remain unpaid payment and outstanding as performance of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of all such Obligations or any of the other rights, duties which are joint and several obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, each grantor now or hereafter existing and (y) are grants to the Administrative Agent for the benefit of the Lenders and the other parties secured pursuant to the Collateral Documents (a continuing Lien on and security interest in and to such Loan Party’s right, title and interest in, to an under all Collateral as defined collateral security for the prompt payment and performance in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality full when due of the foregoingObligations (whether stated at maturity, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any acceleration or otherwise). Each Loan Party pursuant to further acknowledges and agrees that any of the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded to which it is a party or discharged on and after the Closing Date, otherwise bound shall remain continue in full force and effect as security for and that all of its obligations thereunder shall be valid and enforceable in accordance with the Obligations (as defined in terms thereof and shall not be impaired or limited by the execution or effectiveness of the amended and restatement of the Existing 123 Credit Agreement effective pursuant to this Agreement) on . In addition, from and after the Closing Effective Date, all reference to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Biotelemetry, Inc.), Credit Agreement (Biotelemetry, Inc.)
Amendment and Restatement. On the Closing Date, this This Agreement shall amend amends and restate and supersede restates in its entirety the Existing Credit Agreement in its entirety. On Agreement, and from and after the Closing Datedate hereof, the rights terms and obligations provisions of the parties evidenced by the Existing Credit Agreement shall be evidenced superseded by the terms and provisions of this Agreement, and this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented is not a new or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing substitute credit agreement or accruing under or in respect novation of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges The Borrower and each Guarantor hereby agrees that each Loan Document all Liens securing the “Secured Obligations” (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain continue in full force and effect on to secure the Secured Obligations. Concurrently with the occurrence of the Closing Date Date, (a) the parties hereto acknowledge and agree that the Liens created by the mortgages and deeds of trust securing the Existing Credit Agreement and the Security Instruments (as defined in accordance with its termsthe Existing Credit Agreement) shall be carried forward to secure the Secured Obligations and evidenced by the Security Instruments and have not been released or impaired in any way, (b) the Administrative Agent, in each case its capacity as amendedadministrative agent under the Existing Credit Agreement and as holder, restated, amended and restated, supplemented mortgagee or otherwise modified and/or reaffirmed beneficiary of the collateral under or pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement)) hereby assigns, unless terminated or discharged on the Closing Date, in each case as amended, restated, amended transfers and restated, supplemented or otherwise modified and/or reaffirmed pursuant conveys to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoingAdministrative Agent, without recourse or warranty, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered it in connection with the Existing Credit Agreement Agreement, (c) the Security Instruments, which are hereby reaffirmed, ratified, renewed being amended and continued, restated on the Closing Date and all other ancillary documents executed in connection with such security interests, pledges, assignments Security Instruments shall supersede and other Liens and Guarantees, replace in their entirety each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations such Security Instrument (as defined in the Existing Credit Agreement) as in effect immediately prior to such amendment and restatement and all ancillary documents executed in connection therewith and all such superseded agreements and ancillary documents shall be of no further force and effect and (d) the Existing Letters of Credit shall be deemed issued under this Agreement) on and after the Closing Date.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Silverbow Resources, Inc.), Senior Secured Revolving Credit Agreement (Silverbow Resources, Inc.)
Amendment and Restatement. On This Agreement amends and restates in its entirety the Closing DateOriginal Loan and Security Agreement effective as of the date hereof. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall amend not serve to effect a novation of the “Secured Obligations” (as defined in the Original Loan and restate Security Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and supersede liabilities created under the Existing Credit Original Loan and Security Agreement in its entiretywhich is secured by the Collateral pursuant to the terms of the applicable Loan Documents, except as modified hereby. On Each Borrower acknowledges and confirms that the Closing Dateliens and security interests granted pursuant to the applicable Loan Documents secure the applicable indebtedness, the rights liabilities and obligations of Borrower to the Lenders under the Original Loan and Security Agreement, as amended and restated by this Agreement, the Loan Documents shall continue in full force and effect in accordance with their terms unless otherwise amended by the parties evidenced by thereto, and that the Existing Credit Agreement term “Secured Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of Borrower to Agent and the Lenders) includes, without limitation, the indebtedness, liabilities and obligations of Borrower under this Agreement, and under the Original Loan and Security Agreement, as amended and restated hereby, as the same further may be amended, modified, supplemented and/or restated from time to time. The Loan Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be evidenced by deemed to be amended to the extent necessary to give effect to the provisions of this Agreement. Each reference to the “Loan and Security Agreement” in any Loan Document shall mean and be a reference to this Agreement and the other Loan Documents (as further amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Datefrom time to time). All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit AgreementSIGNATURES TO FOLLOW), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 2 contracts
Samples: Loan and Security Agreement (Aveo Pharmaceuticals, Inc.), Loan and Security Agreement (Aveo Pharmaceuticals Inc)
Amendment and Restatement. On the Closing Date, this This Agreement shall amend amends and restate and supersede restates the Existing Credit Agreement in its entiretyLoan Agreement. On the Closing DateAll rights, the rights benefits, indebtedness, interests, liabilities and obligations of the parties evidenced by to the Existing Credit Loan Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restatedare hereby renewed, amended and restatedrestated in their entirety according to the terms and provisions set forth herein. This Agreement does not constitute nor shall it result in, supplemented a waiver of or otherwise modified and in effect on release, discharge or forgiveness of any amount payable pursuant to the Closing Date. All principalExisting Loan Agreement or the other Existing Loan Documents or any indebtedness, interest, fees and expenses, if any, owing liabilities or accruing under or in respect obligations of the Existing Credit Agreement for periods prior Borrower thereunder, all of which are renewed and continued and are hereafter payable and to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date performed in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality Notwithstanding any prior, temporary mutual disregard of the foregoingterms of any of the Existing Loan Documents, the Borrower hereby agrees that it shall be required strictly to comply with all of the terms of the Loan Documents on and after the date hereof. Neither this Agreement nor any other Loan Document extinguishes the indebtedness or liabilities outstanding in connection with the Existing Loan Documents, nor do they constitute a novation with respect thereto. All security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party the Borrower pursuant to the Existing Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing DateObligations. PRIOR TO THE EFFECTIVE DATE, LOANS AND EXTENSIONS OF CREDIT SHALL CONTINUE TO BE EXTENDED BY THE AGENT TO THE BORROWER PURSUANT TO THE PROVISIONS OF THE EXISTING LOAN AGREEMENT.
Appears in 2 contracts
Samples: Loan and Security Agreement (Guardian Pharmacy Services, Inc.), Loan and Security Agreement (Guardian Pharmacy Services, Inc.)
Amendment and Restatement. On (a) Effective immediately upon the Closing Date, this Agreement shall amend the terms and restate and supersede conditions of the Existing Credit Agreement in its entiretyshall be amended and restated as set forth herein and the Existing Credit Agreement shall be superseded by this Agreement. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified the grant of security interests and Liens in effect on the Closing Date. All principal, interest, fees Collateral by the Borrowers and expenses, if any, owing or accruing the Guarantors under or in respect of the Existing Credit Agreement for periods prior to and the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the other “Loan Documents to “the Credit AgreementDocuments” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) shall continue under this Agreement and all the other instruments Loan Documents, and documents executed and delivered by such Loan Party shall not in favor of the Administrative Agent any event be terminated, extinguished or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior annulled but shall hereafter continue to or on the Closing Date, shall remain be in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of be governed by this Agreement and the other Loan Documents. All Obligations (as defined in the Existing Credit Documents Agreement) under the Existing Credit Agreement and the other “Loan Documents” (bas defined in the Existing Credit Agreement) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and shall continue to be outstanding except as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under expressly modified by this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied governed in all respects by the execution of this Agreement, and this Agreement shall and the other Loan Documents, it being agreed and understood that this Agreement does not constitute a refinancingnovation, substitution satisfaction, payment or novation reborrowing of such Obligations any Obligation (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any of the other rights, duties and obligations of the parties hereunder, and the terms “ObligationsLoan Document” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated nor does it operate as a waiver of any right, power or discharged on remedy of the Closing Date, Agent or any Lender under any “Loan Document” (as defined in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant the Existing Credit Agreement). All references to the terms of Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the other Loan Documentsprovisions hereof. Without limiting (b) It is understood and agreed that to the generality extent that the Commitments of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with Lenders under the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in effect immediately prior to this Agreement) are different than the Commitments of the Lenders set forth on and after Schedule 1.1(a), then on the Closing Date.183
Appears in 2 contracts
Samples: Credit Agreement (Clean Harbors Inc), Credit Agreement (Clean Harbors Inc)
Amendment and Restatement. On The Borrowers, the Closing DateBanks, the Agent, the Japan Local Currency Agent and the Local Currency Agent each agree that, upon (i) the execution and delivery of this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations by each of the parties evidenced hereto and (ii) satisfaction (or 84 waiver by the aforementioned parties) of the conditions precedent set forth in Section 3.01, the terms and provisions of the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as hereby are amended, restated, amended superseded and restated, supplemented or otherwise modified restated in their entirety by the terms and in effect on the Closing Dateprovisions of this Agreement. All principal, interest, fees This Agreement is not intended to and expenses, if any, owing or accruing under or in respect shall not constitute a novation of the Existing Credit Agreement for periods prior or the Debt created thereunder. The commitment of each Bank that is a party to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral AgentAgreement shall, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, automatically be deemed amended and the only commitments shall remain in full force and effect be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans incurred under the Existing Credit Agreement which are outstanding on the Closing Date in accordance with its terms, in each case shall continue as amended, restated, amended Advances under (and restated, supplemented or otherwise modified and/or reaffirmed pursuant to shall be governed by the terms of of) this Agreement and the other Credit Documents and Agreement, (b) ratifies, reaffirms and confirms that, all obligations under the Obligations that remain unpaid and outstanding as of the date of this Existing Credit Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations with any Bank or any Affiliate of any Bank which are outstanding on the other rights, duties and Closing Date shall continue as obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (yc) are secured pursuant the Agent shall have full power and authority to allocate the Commitments and Revolving Credit Commitments of the Banks as in effect immediately prior to the Collateral Documents (as defined in the Existing Credit Agreement)Closing Date such that, unless terminated or discharged immediately after giving effect to such allocations on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to Bank shall hold the terms of this Agreement “Commitment” and the other Loan Documents. Without limiting “Revolving Credit Commitment” set forth next to its name on Schedule I hereto and the generality of the foregoingBanks further agree to make all assignments and/or transfers, all security interestsand hereby consent to any such assignments and transfers, pledgeswhich may be necessary (including, without limitation, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant of funded obligations) to effect the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined allocations described in this Agreement) on and after the Closing Dateclause (c).
Appears in 2 contracts
Samples: Credit Agreement (Caterpillar Inc), Credit Agreement (Caterpillar Financial Services Corp)
Amendment and Restatement. On the Closing Date, this This Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On , with the Closing Dateparties hereby agreeing that there is not, nor is there intended to be, a novation of the Existing Credit Agreement or any other Credit Document under the Existing Credit Agreement and from and after the effectiveness of this Agreement, the rights and obligations of the parties evidenced by under the Existing Credit Agreement shall be evidenced subsumed and governed by this Agreement Agreement. From and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon after the effectiveness of this Agreement, each reference the “Obligations” under the Existing Credit Agreement shall continue as Obligations under this Agreement and the other Credit Documents until otherwise paid in accordance with the terms hereof. The Collateral Documents and the grant of Liens on all of the Collateral described therein do and shall continue to secure the payment of all Obligations. Without limiting the generality of the foregoing, the parties hereto acknowledge and agree that the Liens securing the “Obligations” (as defined in the Loan Documents to “the Existing Credit Agreement” or words ) of similar effect any Credit Party, shall mean from and after the Amendment and Restatement Effective Date secure the payment and performance of all Obligations (as defined in this Agreement. Each Loan ) of such Credit Party (a) acknowledges for the benefit of the Collateral Agent and agrees that the Secured Parties, and each Loan Document Credit Party reaffirms its prior grant of the Liens granted by it pursuant to the “Collateral Documents” (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, Liens shall remain continue in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied are hereby confirmed and reaffirmed by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any each of the other rights, duties Credit Parties. The parties hereto further acknowledge and obligations of the parties hereunder, and the terms agree that all “ObligationsCollateral Documents” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, ) shall remain in full force and effect as security after the Amendment and Restatement Effective Date in favor of and for the Obligations benefit of the Collateral Agent and the Secured Parties (with each reference therein to the collateral agent, the credit agreement or a Credit Document being a reference to the Collateral Agent, this Agreement or the other Credit Documents, as defined applicable), in this Agreement) each case, as such Collateral Documents are modified on the Amendment and after the Closing Restatement Effective Date, and each Credit Party hereby confirms and ratifies its obligations thereunder.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.)
Amendment and Restatement. On Effective as of the Closing Datedate hereof, this Agreement shall amend each Borrower hereby agrees to become a borrower, debtor and restate obligor under, and supersede to bind itself to, the Existing Loan Documents to which the Borrowers are bound generally (in each case, as modified and restated hereby), and, in such capacity, to assume and bind itself to all Obligations of the Borrowers thereunder (as modified and restated hereby). The terms, conditions, agreements, covenants, representations and warranties set forth in and relating to the Existing Credit Agreement are hereby amended, restated, replaced and superseded in its entiretytheir entirety (except as provided in the preamble to this Agreement) by the terms, conditions, agreements, covenants, representations and warranties set forth in this Agreement. On This Agreement does not extinguish the Closing Dateobligations, including, without limitation, obligations for the rights and obligations payment of the parties evidenced by money, outstanding under the Existing Credit Agreement or discharge or release the obligations or the liens or priority of any mortgage, pledge, security agreement or any other security therefor, which shall continue, as modified and restated hereby, without interruption and in full force and effect. Nothing herein contained shall be evidenced by this Agreement and construed as a substitution or novation of the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing obligations outstanding under or in respect of the Existing Credit Agreement for periods prior to or instruments securing the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreementsame, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, which shall remain in full force and effect on the Closing Date in accordance with its termseffect, except in each case as amended, restated, amended replaced and restated, supplemented superseded hereby or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged by instruments executed in connection herewith. Nothing expressed or otherwise satisfied by the execution of this Agreement, and implied in this Agreement shall not constitute be construed as a refinancing, substitution release or novation other discharge of such Obligations any Borrower or guarantor from any of their obligations or liabilities under the Existing Loan Documents or any of the security agreements, pledge agreements, mortgages, guaranties or other rightsloan documents executed in connection therewith, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, except in each case as amended, restated, amended replaced and restated, supplemented superseded hereby or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents instruments executed and delivered in connection with herewith. Each Borrower hereby confirms and agrees that (i) the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continuedeach Existing Loan Document to which it is a party is, and all such security interestsshall continue to be, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined and is hereby amended, restated, replaced and superseded hereby or by instruments executed in this Agreement) connection herewith, except that on and after the Closing Date.date hereof all references in any such Existing Loan Document to “the Agreement”, “thereto”, “
Appears in 2 contracts
Samples: Credit Agreement (Iparty Corp), Credit Agreement (Iparty Corp)
Amendment and Restatement. On Effective on and after the Closing Effective Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement is amended and restated in its entirety. On the Closing Dateentirety by this Agreement, and this Agreement, the rights Exhibits and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement Schedules attached hereto, and the other Loan Documents will govern the present relationship between Lender and Loan Parties. This Agreement, however, is in no way intended, nor shall it be construed, to replace, impair or extinguish the creation, attachment, perfection or priority of the security interests in, and other Liens on, the Loan Collateral granted by any Loan Party to, or held by, Lender, which security interests and other Liens each Loan Party, by this Agreement, acknowledges, ratifies, reaffirms and confirms to Lender as amended, restated, amended security for the Obligations. Each Loan Party further acknowledges and restated, supplemented or otherwise modified and in effect confirms that the grants of the Liens to Lender on the Closing Date. All principalLoan Collateral: (i) represent continuing Liens on all of the Loan Collateral, interest(ii) secure all of the Obligations, fees and expenses(iii) represent valid, first priority and perfected Liens on all of the Loan Collateral except to the extent, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Dateany Permitted Liens. Upon the effectiveness of this AgreementThe existing Loan Documents, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party except as amended (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agentor, as applicable, pursuant the Existing Credit Agreement, unless terminated as amended and restated) by this Agreement or discharged prior to by a separate agreement or on the Closing Dateinstrument, shall remain in full force and effect on effect, and each of them is hereby ratified and confirmed by Loan Parties and Lender. References in any of the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant Loan Documents to the terms Existing Credit Agreement shall, after the Effective Date, be deemed to be references to this Agreement. In addition, all obligations, liabilities and indebtedness created or existing under, pursuant to, or as a result of, the Existing Credit Agreement shall continue in existence within the definition of “Obligations” under this Agreement, which obligations, liabilities and indebtedness each Loan Party, by this Agreement, acknowledges, reaffirms and confirms. The principal balance outstanding under the Existing Credit Agreement and the other Credit Loan Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) shall continue outstanding under this Agreement and shall not be deemed in all respects to be paid, released, discharged or otherwise satisfied by outstanding hereunder and under the execution of this Agreementother Loan Documents, and this Agreement shall not constitute be deemed to evidence a refinancing, substitution novation or novation payment and refunding of such Obligations or any of the other rights, duties that outstanding principal balance. Interest and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated fees (a) paid under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant Documents prior to the Loan Documents executed Signature Date will remain paid and delivered in connection with are non-refundable and (b) accrued and unpaid under the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, the other Loan Documents remain accrued and all such security interests, pledges, assignments unpaid hereunder and under the other Liens Loan Documents and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after do not constitute any part of the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Dateprincipal amount due hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Ceco Environmental Corp), Credit Agreement (Ceco Environmental Corp)
Amendment and Restatement. On This Agreement shall become effective on the Closing Date, Restatement Date and shall supersede all provisions of the Original Agreement as of such date. From and after the Restatement Date (a)(i) the commitments of those Lenders under the Original Agreement that are continuing as Lenders under this Agreement (the “Continuing Lenders”) shall amend be amended as set forth on Schedule I hereto and restate (ii) the commitments of those “Lenders” under the Original Agreement that are not continuing as Lenders under this Agreement (the “Non-Continuing Lenders”) shall automatically be terminated and supersede cease to have any further force or effect without further action by any Person, (b) all outstanding “Loans” of the Existing Credit Non-Continuing Lenders shall be repaid in full (together with all interest accrued thereon and amounts payable pursuant to Section 2.12 of the Original Agreement in its entirety. On connection with such payment, and all fees accrued under the Closing Original Agreement through the Restatement Date, ) on the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement Restatement Date (and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expensesBorrower shall pay to each Continuing Lender all amounts, if any, owing payable pursuant to Section 2.12 of the Original Agreement as if the outstanding Loans had been prepaid on the Restatement Date), (c) all outstanding “Loans” of the Continuing Lenders, (d) all references made to the Original Agreement in any Facility Document or accruing in any other instrument or document shall, without further action, be deemed to refer to this Agreement and (e) all references made to the “Borrower” in any Facility Document or in any other instrument or document shall, without further action, be deemed to refer to the Borrower hereunder. The Lenders (other than any Non-Continuing Lenders) each agree to make such purchases and sales of interests in the Loans and L/C Obligations outstanding on the Restatement Date between themselves so that each Lender Group (other than any Non-Continuing Lenders) is then holding its relevant Lender Group Percentage of outstanding Loans and risk participation interests in outstanding L/C Obligations based on their respective Commitments of all Committed Lenders in such Lender Group as in effect after giving effect hereto (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under or this Agreement (including, without limitation, participations in respect of the Existing all Letters of Credit Agreement for periods prior ) to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date made in accordance with its terms, the respective Commitments of the Committed Lenders in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant such Lender Group from time to the terms of time party to this Agreement as provided herein. This Agreement amends and restates the other Credit Documents Original Agreement and (b) ratifies, reaffirms is not intended to be or operate as a novation or an accord and confirms that, the Obligations that remain unpaid and outstanding as satisfaction of the date of this Original Agreement after giving effect to or the Transactions (x) continue outstanding under this Agreement indebtedness, obligations and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any liabilities of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated Parties evidenced or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documentsprovided for thereunder. Without limiting the generality of the foregoing, all security interestseach party hereto agrees that notwithstanding the execution and delivery of this Agreement, pledges, assignments and other the Liens and Guarantees previously granted by any Loan Party to the Administrative Agent pursuant to the Loan Facility Documents executed shall be and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect and that any rights and remedies of the Administrative Agent thereunder and obligations of the parties thereunder shall be and remain in full force and effect, shall not be affected, impaired or discharged thereby (except as security for expressly amended by the Obligations (Facility Documents) and shall secure all of the Borrower’s indebtedness, obligations and liabilities to the Administrative Agent and the Lenders under the Original Agreement as defined amended and restated hereby. Without limiting the foregoing, the parties to this Agreement hereby acknowledge and agree that the “Loan Agreement” and the “Loan and Servicing Agreement” referred to in this Agreement) on the other Facility Documents shall from and after the Closing Date.Restatement Date be deemed references to this Agreement. [THE REMAINDER OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK]
Appears in 2 contracts
Samples: Loan and Servicing Agreement (Newell Brands Inc.), Loan and Servicing Agreement (Newell Brands Inc)
Amendment and Restatement. On the Closing Date, this This Agreement shall fully amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement. The Lenders’ interests with respect to the Loan proceeds outstanding under (and as defined in) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or shall be allocated on the Closing Date, shall remain in full force and effect on the Closing Effective Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to Lender’s Commitments. The principal amount outstanding under the terms of this Existing Credit Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and hereof shall not be deemed to be paidLoan proceeds disbursed hereunder and under the Notes, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute with each Lender having funded a refinancing, substitution or novation portion of such Obligations or any Loan proceeds in an amount equal to its respective Pro Rata Share thereof; such initial outstanding advances hereunder (together with issued and undrawn Letters of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (yCredit) are secured pursuant to set forth on Schedule 1.6 attached hereto. On the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Effective Date, in (A) the loan commitment of each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant Lender that is a party to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmedbut not a party to this Agreement (an “Exiting Lender”) shall be terminated, ratified, renewed and continuedall outstanding obligations owing to such Exiting Lenders under the Existing Credit Agreement on the Effective Date shall be paid in full, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, Exiting Lender shall remain in full force and effect as security for the Obligations (as defined in cease to be a Lender under this Agreement; provided, however, that, notwithstanding anything else provided herein or otherwise, any rights of an Exiting Lender under the Loan Documents that are intended by their express terms to survive termination of the Commitments and/or the repayment, satisfaction or discharge of obligations under any Loan Document shall survive for such Exiting Lender hereunder, and (B) each Person listed on and after Schedule 1.1(a) attached to this Agreement shall be a Lender under this Agreement with the Closing DateCommitments set forth opposite its name on such Schedule 1.1(a).
Appears in 2 contracts
Samples: Credit Agreement (Equity One, Inc.), Credit Agreement (Equity One, Inc.)
Amendment and Restatement. On (a) It is the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations intention of each of the parties evidenced hereto that the Original Credit Agreement be amended and restated so as to preserve the perfection and priority of all security interests securing indebtedness and obligations under the Original Credit Agreement and that all Indebtedness and Obligations of the Credit Parties hereunder and thereunder shall be secured by the Existing Collateral Documents and that this Agreement does not constitute a novation of the obligations and liabilities existing under the Original Credit Agreement provided that all Loans (other than Original Term Loans which are not being converted into Tranche C Term Loans), Letters of Credit or other Credit Extensions outstanding under the Original Credit Agreement shall be evidenced by continue as Loans, Letters of Credit or other Credit Extensions, as applicable, under this Agreement and (and, in the other Loan Documents case of Eurocurrency Loans (including any Eurocurrency Loans that are Original Term Loans that shall have been converted into Eurocurrency Loans that are Tranche C Term Loans pursuant to the provisions hereof), with the same Interest Periods as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods were applicable to such Eurocurrency Loans immediately prior to the Closing Date shall be calculated and paid on the Closing Effective Date). Upon the effectiveness of this AgreementAgreement in accordance with Section 3.1, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined that was in effect immediately prior to the Existing Effective Date shall continue to be effective, unless the context requires otherwise . The parties hereto further acknowledge and agree that this Agreement constitutes an amendment of the Original Credit Agreement made under and in accordance with the terms of Section 10.5 of the Original Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor . In addition, unless specifically amended hereby, each of the Administrative Agent or Credit Documents, the Collateral Agent, as applicable, pursuant Exhibits and Schedules to the Existing Original Credit Agreement, unless terminated or discharged prior to or on the Closing Date, Agreement shall remain continue in full force and effect on and that, from and after the Closing Date in accordance with its termsEffective Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant all references to the terms of “Credit Agreement” contained therein shall be deemed to refer to this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect all references to the Transactions (x) continue outstanding under this Agreement and Tranche B Term Loans shall not be deemed to be paid, released, discharged or otherwise satisfied refer to the Tranche C Term Loans. It is further agreed and understood that (i) each Continuing Lender shall have become a party hereto by the its execution of this Agreementa Lender Consent Letter, and this Agreement shall not constitute (ii) each Lender with a refinancing, substitution or novation Revolving Exposure on the Effective Date is deemed to be a party hereto without any further action required of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, Lender and (yiii) are secured pursuant each Agent (other than the Administrative Agent and Collateral Agent) is deemed to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms be a party hereto without any further action required of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing DateAgent.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Education Management LLC), Credit and Guaranty Agreement (Education Management LLC)
Amendment and Restatement. On As of the Closing Datedate hereof, with effect immediately upon the consummation of the Refinancing, this Agreement shall amend amend, and restate and supersede as amended, the Existing Credit Agreement Guarantee and Collateral Agreement, but shall not constitute a novation thereof or in its entirety. On the Closing Date, any way impair or otherwise affect the rights and or obligations of the parties evidenced by thereunder (including with respect to representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby (the “Amendment and Restatement”). The Existing Guarantee and Collateral Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Credit Guarantee and Collateral Agreement shall be evidenced by not amended and restated in connection with the entry of the parties into this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date effect, each in accordance with its terms, as of the date of delivery or such other date as contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Guarantee and Collateral Agreement contained herein were set forth in each case as amendedan amendment to the Existing Guarantee and Collateral Agreement in a customary form, restatedunless such document, amended and restated, supplemented instrument or agreement has otherwise modified and/or reaffirmed been terminated or has expired in accordance with or pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Datethis Agreement, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Guarantee and Collateral Agreement, the Senior Secured Note Documents, any Other Pari Passu Lien Obligations Agreements, the Term/Note Intercreditor Agreement are hereby reaffirmedor such document, ratifiedinstrument or agreement or as otherwise agreed by the required parties hereto or thereto, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after as the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Datecase may be.
Appears in 2 contracts
Samples: Term Loan Agreement (CDW Corp), Guarantee and Collateral Agreement (CDW Corp)
Amendment and Restatement. On The parties hereto agree that, on the Closing Date, this Agreement the following transactions shall amend and restate and supersede be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be deemed to be amended and restated in its entiretyentirety pursuant to this Agreement; (b) all obligations under the Existing Credit Agreement and the other loan documents entered into in connection therewith and outstanding on the Closing Date shall in all respects be continuing and shall be deemed to be Obligations outstanding hereunder; and (c) the guarantees (if any) made to the lenders, the letter of credit issuer, the administrative agent and each other holder of the obligations under the Existing Credit Agreement, shall remain in full force and effect with respect to the Obligations and are hereby reaffirmed. On the Closing Date, (i) the rights and obligations Borrower shall prepay any loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Loans ratable with the Revolving Commitments as of the parties evidenced Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be evidenced by this Agreement re-allocated and restated among the other Loan Documents Lenders so that, as amended, restated, amended and restated, supplemented or otherwise modified and in effect on of the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect the respective Revolving Commitments of the Existing Credit Agreement for periods prior to the Closing Date Lenders shall be calculated as set forth on Schedule 2.01 (it being understood and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the agreed that any outstanding loan that is a Eurodollar Rate Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such shall continue as a Eurodollar Rate Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on ) until the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality end of the foregoingcurrent interest period(s) applicable thereto, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with provisions of the Existing Credit Agreement applicable to such loans are hereby reaffirmedincorporated herein by reference, ratified, renewed and continuedmutatis mutandis, and all the parties hereto hereby agree that such security interests, pledges, assignments provisions shall continue to apply to such loans until the end of the current interest period(s) applicable thereto). The parties hereto further acknowledge and other Liens agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after accordance with the Closing Date, shall remain in full force and effect as security for terms of Section 11.01 of the Obligations (as defined in this Existing Credit Agreement) on and after the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Newmark Group, Inc.), Credit Agreement (BGC Partners, Inc.)
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing ARCA Effective Date, the rights and obligations of the parties evidenced by the Existing Credit Security Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and restated in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered its entirety by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this the Existing Security Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties thereafter be and obligations of the parties hereunder, shall be deemed replaced and the terms “Obligations” as such term is used superseded in the Loan Documents shall include the Obligations as amended and restated under all respects by this Agreement, . The parties hereto acknowledge and agree that (yi) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents whether executed and delivered in connection herewith or otherwise, do not constitute a novation or termination of the Secured Obligations under the Existing Security Agreement or the other Loan Documents as in effect prior to the ARCA Effective Date and which remain outstanding as of the ARCA Effective Date, (ii) the Secured Obligations under the Existing Security Agreement and the other Loan Documents are in all respects continuing (as amended and restated hereby and which are in all respects hereinafter subject to the terms herein) and (iii) without in any way limiting the grant of security pursuant to Section 2 of this Agreement, the Liens and security interests as granted under the Existing Security Agreement and the other applicable Loan Documents securing payment of such Secured Obligations are in all respects continuing and in full force and effect and are reaffirmed hereby. To the extent applicable, the Lien Grantors hereby acknowledge, confirm and agree that any financing statements, fixture filings, filings with the United States Patent and Trademark Office or the United States Copyright Office or other instruments similar in effect to the foregoing under applicable law covering all or any part of the Collateral previously filed in favor of the Agent under the Existing Credit Security Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security of the date hereof and each Lien Grantor ratifies its authorization for the Obligations (as defined Agent to file in this Agreement) on and after any relevant jurisdictions any such financing statement, fixture filing or other instrument relating to all or any part of the Closing DateCollateral if filed prior to the date hereof.
Appears in 2 contracts
Samples: Term Loan Security Agreement (Tower International, Inc.), Revolving Credit Security Agreement (Tower International, Inc.)
Amendment and Restatement. On the Closing Date, this This Agreement shall amend constitutes an amendment and restate and supersede restatement of the Existing Credit Agreement in its entiretyeffective from and after the Closing Date. On The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the lenders or the administrative agent under the Existing Credit Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. The parties hereto agree that, on the Closing Date, the rights and obligations of the parties evidenced following shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be evidenced by deemed to be amended and restated in its entirety pursuant to this Agreement; (b) the loans and any other obligations under the Existing Credit Agreement outstanding on the Closing Date shall in all respects be continuing and be deemed to obligations outstanding hereunder; and (c) all references in the other Loan Documents as amended, restated, amended to the Existing Credit Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and restated, supplemented or otherwise modified and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect accordance with Section 10.02 of the Existing Credit Agreement for periods prior to Agreement. All loans and other obligations of the Borrower and Guarantors outstanding as of the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in under the Existing Credit Agreement) Agreement shall be deemed to be loans and all other instruments and documents executed and delivered obligations outstanding under the corresponding facilities described herein, without any further action by such Loan Party in favor of any Person, except that the Administrative Agent or shall make such transfers of funds as are necessary in order that the Collateral Agentoutstanding balance of such loans, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or together with any extensions of credit made on the Closing Date, shall remain in full force and effect on reflect the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as Commitments of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties Lenders hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (TE Connectivity Ltd.), Credit Agreement (TE Connectivity Ltd.)
Amendment and Restatement. On By execution of this Agreement, the Closing Date, this Agreement shall amend Company and restate and supersede each of the other Loan Parties acknowledging below agrees that: (a) the Existing Credit Agreement is incorporated herein by reference, and shall continue to be in full force and effect except as expressly modified hereby; (b) all Loan Documents, as defined in the Existing Credit Agreement, with or relating to the Company or any Guarantor, including, without limitation, those documents listed on Schedule 11.20 are incorporated by reference into the Loan Documents and shall continue to be Loan Documents hereunder and in full force and effect, except to the extent expressly modified hereby; (c) except to the extent expressly modified as provided above, it reaffirms and ratifies all of its entirety. On the Closing Date, the rights and obligations of the parties evidenced by agreements in the Existing Credit Agreement and Loan Documents, as defined in the Existing Credit Agreement (the “Existing Loan Documents”); (d) each reference in the Existing Loan Documents, and any terms defined in the Existing Loan Documents by reference to terms in the Existing Credit Agreement, shall be evidenced by deemed to be references to this Agreement and the terms defined in this Agreement; (e) Agent is authorized in its own name or in the name of the Company and other Loan Parties, in Agent’s discretion and from time to time, to make such notations on or modifications to the Existing Loan Documents to reflect the intentions of the parties as expressed herein; and (f) to the extent necessary or desirable to give effect to the intent of the parties under this Agreement and any Existing Loan Documents (including, without limitation, any Security Document included therein), this Agreement and the other Loan Documents shall construed as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of an amendment to the Existing Credit Agreement for periods prior to and other Existing Loan Documents, it being the Closing Date shall be calculated and paid on intent of the Closing Date. Upon the effectiveness of this Agreementparties that, each reference without further action, collateral security in the which Agent and/or Lenders were granted a Lien under any Existing Loan Documents to “shall continue secure the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and relevant obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated Parties under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (American Vanguard Corp), Credit Agreement (American Vanguard Corp)
Amendment and Restatement. On the Closing Date, this This Agreement shall amend constitutes an amendment and restate and supersede restatement of the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Term Loan Agreement and the other Deltic Term Loan Documents as amended, restated, amended Agreement effective from and restated, supplemented or otherwise modified and in effect on after the Closing Restatement Date. All principal, interest, fees The execution and expenses, if any, owing or accruing under or in respect delivery of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such any indebtedness or other obligations owing to the lenders or the administrative agent under the Existing Term Loan Agreement or the Deltic Term Loan Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. The parties hereto agree that, on the Restatement Date, the following shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Term Loan Agreement and the Deltic Term Loan Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement; (b) all Obligations or any under the Existing Term Loan Agreement and the Deltic Term Loan Agreement outstanding on the Restatement Date shall in all respects be continuing and be deemed to Obligations outstanding hereunder; and (c) all references in the other Loan Documents to the Existing Term Loan Agreement and the Deltic Term Loan Agreement shall be deemed to refer without further amendment to this Agreement. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Term Loan Agreement made in accordance with Section 10.01 of the Existing Term Loan Agreement and an amendment of the Deltic Term Loan Agreement in accordance with Section 10.2 of the Deltic Term Loan Agreement. All loans and other rights, duties and obligations of the parties hereunder, and the terms “Obligations” Loan Parties outstanding as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with Restatement Date under the Existing Credit Agreement are hereby reaffirmedand the Deltic Term Loan Agreement shall be deemed to be loans and obligations outstanding under the corresponding facilities described herein, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Datewithout any further action by any Person.
Appears in 2 contracts
Samples: Term Loan Agreement (Potlatchdeltic Corp), Term Loan Agreement (Potlatchdeltic Corp)
Amendment and Restatement. On Each of the Closing DateBorrower, this Agreement shall amend Manager, Servicer, Seller, Lenders, Agent, Paying Agent and restate Custodian acknowledge and supersede agree that, upon the Existing Credit Agreement satisfaction of the conditions in its entirety. On Section 3.1, on the Closing Restatement Date, the rights and obligations of the parties evidenced by the Existing Original Credit Agreement shall be amended and restated in its entirety by this Agreement, and the Original Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the Original Obligations under the Original Credit Agreement (whether or not such obligations are contingent as of the Restatement Date), (ii) the representations and warranties made by the Borrower prior to the Restatement Date and (iii) any action or omission performed or required to be performed pursuant to such Original Credit Agreement prior to the Restatement Date (including any failure, prior to the Restatement Date, to comply with the covenants contained in such Original Credit Agreement). The amendments and restatements set forth herein shall not cure any breach thereof or any “Potential Default” or “Event of Default” under and as defined in the Original Credit Agreement prior to the Restatement Date. It is the intention of each of the parties hereto that the Original Credit Agreement be amended and restated hereunder so as to preserve the perfection and priority of all Liens securing the “Obligations” under the Transaction Documents and that all “Obligations” of the Borrower hereunder shall continue to be secured by Liens evidenced by under the Security Agreement, and that this Agreement does not constitute a novation or termination of the Indebtedness and obligations existing under the Existing Credit Agreement. The terms and conditions of this Agreement and the Agent’s and the Lenders’ rights and remedies under this Agreement and the other Loan Transaction Documents shall apply to all of the obligations incurred under the Original Credit Agreement. This amendment and restatement is limited as amendedwritten and is not a consent to any other amendment, restatedrestatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Transaction Document, each of the Transaction Documents shall continue in full force and effect and, from and after the Restatement Date, all references to the “Credit Agreement” contained therein shall be deemed to refer to this Agreement. Additionally, in connection with the foregoing, the Agent consents to (i) the amendment and restatement of the Original Parent Guaranty and (ii) the amendment and restatement of (a) the first amended and restated, supplemented or otherwise modified and restated limited liability company agreement of the Borrower (as in effect on the Closing Date. All principal, interest, fees date hereof) and expenses, if any, owing or accruing under or in respect (b) the second amended and restated limited liability company agreement of the Existing Credit Agreement for periods Seller (as in effect on the date hereof), in each case in form and substantive acceptable to the Agent. Notwithstanding anything contained herein to the contrary, the Original Parent Guaranty (as amended and restated on the date hereof) and the obligations contained therein shall remain in full effect (as amended and restated) as of the Restatement Date and shall survive the termination of the Transaction Documents in effect immediately prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean . [***] = Certain information has been excluded from this Agreement. Each Loan Party (a) acknowledges exhibit because it is both not material and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant would likely cause competitive harm to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Datecompany if publicly disclosed.
Appears in 2 contracts
Samples: Credit Agreement (Sunnova Energy International Inc.), Credit Agreement (Sunnova Energy International Inc.)
Amendment and Restatement. On The parties hereto agree that, upon the Closing Date, execution and delivery of this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations by each of the parties evidenced by hereto, the terms and provisions of the Existing Credit Agreement shall be evidenced and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation of the Existing Credit Agreement or the obligations created thereunder. This Agreement is not intended to and shall not constitute a “novação”, as set forth under articles 360 and subsequent articles of the Brazilian Civil Code (Brazilian Law No. 10,406/2002, as amended), of the Existing Credit Agreement or the obligations created thereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans incurred under the Existing Credit Agreement that are outstanding on the Restatement Closing Date shall continue as Loans under (and shall be governed by the terms of) this Agreement and the other Loan Documents as amendedFinancing Documents, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference (b) all references in the Loan Documents to “the Credit AgreementFinancing Documents” or words of similar effect shall mean this Agreement. Each Loan Party and “Transaction Documents” (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Loan Agreement) to the “Agreement”, the “Financing Documents” and the “Transaction Documents” shall be deemed to refer to this Agreement, the Financing Documents and the Transaction Documents and (c) all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant obligations under the Existing Credit Agreement, unless terminated or discharged prior to or Agreement with Lender which are outstanding on the Closing Date, shall remain in full force and effect on the Restatement Closing Date in accordance with its terms, in each case shall continue as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of obligations under this Agreement and the other Credit Documents Financing Documents. To the extent payment in full of and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as satisfaction of the date of this Agreement after giving effect to the Transactions (x) continue outstanding all obligations under this Agreement and shall not occur, such payment shall also be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, payment in full and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any satisfaction of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on . The Borrower hereby confirms the Closing Date, continuing grant of the security interest in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed the collateral specified in the Security Documents pursuant to the terms of this Agreement and the other Loan Security Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.* * *
Appears in 2 contracts
Samples: Credit Agreement (Nii Holdings Inc), Credit Agreement (Nii Holdings Inc)
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges This Agreement amends and agrees that each Loan Document (as defined restates and supersedes and replaces in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant its entirety the Existing Credit Agreement, unless terminated or discharged prior to or on without novation, with the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement Commitments set forth herein and the other Credit Documents Lenders and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect Issuing Lenders party hereto. Any Lender party to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged Agreement not listed in the signature pages hereof (a “Departing Lender”) shall cease to be a Lender on the Closing Date, in each case as amended, restated, amended Restatement Effective Date upon (i) payment of all amounts (except principal) owing to it and restated, supplemented or otherwise modified and/or reaffirmed pursuant (ii) all amounts of principal owing to the terms of this Agreement and the other Loan Documentsit under Section 11.24(b). Without limiting the generality of the foregoing, on the Restatement Effective Date, each New Lender shall be and become a Lender hereunder and shall have all security interests, pledges, assignments of the rights and other Liens and Guarantees previously granted by any Loan Party pursuant be obligated to perform all of the obligations of a Lender hereunder to the Loan Documents executed extent of its Commitment. Notwithstanding anything to the contrary contained in the Existing Credit Agreement, in order to effect the restructuring of the existing credit facilities as contemplated by this Agreement, (i) all existing Letters of Credit under (and delivered in connection with as defined in) the Existing Credit Agreement are hereby reaffirmedwill be deemed to be Existing Letters of Credit, ratified(ii) to the extent not past due on or prior to the Restatement Effective Date and not owing to a Departing Lender, renewed all accrued, incurred and continuedunpaid (A) interest under the Existing Credit Agreement, (B) commitment fees under Section 4.5(a) of the Existing Credit Agreement and all such security interests, pledges, assignments (C) Letter of Credit Fees under (and other Liens and Guaranteesas defined in) Section 3.3 of the Existing Credit Agreement, in each casecase arising immediately prior to the Restatement Effective Date shall continue to be payable on their regularly scheduled due date (unless accelerated sooner in accordance with the terms of this Agreement), unless expressly terminatedand (iii) all other accrued, superseded incurred and unpaid fees, costs and expenses payable under the Existing Credit Agreement, including all fees and expenses outstanding under Section 11.5 of the Existing Credit Agreement and other similar costs and expenses, will be due and payable on the Restatement Effective Date (it being understood, for the avoidance of doubt, that other than payment of any breakage cost amount that may be due to the Departing Lenders pursuant to Section 4.12, if any, no amounts shall be due pursuant to section 4.12 as a result of the Transactions). The Letters of Credit (undrawn or discharged drawn but as yet unreimbursed as of the Restatement Effective Date) outstanding under the Existing Credit Agreement on and after the Closing Restatement Effective Date, shall remain which are specified on Schedule 1.1E, shall, following the satisfaction of all conditions precedent set forth in full force Section 6.1, be deemed to constitute Letters of Credit issued hereunder in the same manner and effect subject to the same terms and conditions as security for the Obligations (if issued initially as defined in this Agreement) on and after the Closing DateLetters of Credit pursuant to Section 3.3.
Appears in 2 contracts
Samples: Assumption Agreement (Veritiv Corp), Abl Credit Agreement (Veritiv Corp)
Amendment and Restatement. On The parties hereto agree that as of the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party : (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on represents, among other things, the restatement, renewal, amendment, extension, and after modification of the Closing Date(i) “Indebtedness” (as defined in the Existing Dernick Credit Agreement) and (ii) “Indebtedness” (as defined in the Existing Cinco Credit Agreement); (b) this Agreement is intended to, and does hereby, restate, renew, extend, amend, modify, supersede, and replace the Existing Dernick Credit Agreement and the Existing Cinco Credit Agreement in their entirety; (c) the Notes executed pursuant to the Existing Dernick Credit Agreement and the Existing Cinco Credit Agreement remain in full force and effect to evidence the Obligations; (d) the Security Documents executed pursuant to the Existing Dernick Credit Agreement and the Existing Cinco Credit Agreement remain in full force and effect to secure the Obligations; (e) each Guaranty executed pursuant to the Existing Dernick Credit Agreement remains in full force and effect to guaranty the Obligations; and (f) the entering into and performance of their respective obligations under this Agreement (and any other Loan Document executed in connection herewith) and the transactions evidenced hereby (and thereby, as applicable) do not constitute a novation nor shall they be deemed to have terminated, extinguished, or discharged the (i) “Indebtedness” under the Existing Dernick Credit Agreement and (ii) “Indebtedness” under the Existing Cinco Credit Agreement, or the Security Documents, any Guaranty, or the other Loan Documents (or the collateral security therefor) executed in connection therewith, all of which Obligations is assumed and reaffirmed by Borrower and all Collateral shall continue under and be governed by this Agreement and the other Loan Documents, except as expressly provided otherwise herein.
Appears in 2 contracts
Samples: Credit Agreement (Cinco Resources, Inc.), Intercreditor Agreement (Cinco Resources, Inc.)
Amendment and Restatement. On As of the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Effective Date, the rights Commitments of certain Lenders under (and obligations of the parties evidenced by as defined in) the Existing Credit Agreement shall be evidenced terminated by this Agreement the Company (such Lenders, the “Departing Lenders”). The remaining Lenders under (and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of defined in) the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid Banks under this Agreement with Commitments as set forth on the Closing Datesignature pages hereof. Upon the effectiveness By its execution and delivery of this Agreement, each reference in Bank that was a Lender under (and as defined in) the Loan Documents Existing Credit Agreement hereby consents to “the Credit Agreement” or words execution and delivery of similar effect shall mean this Agreement. Each Loan Party Agreement and to the non-pro rata reduction of Commitments (a) acknowledges under and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor occurring on the Effective Date as a result of the Administrative Agent termination of the Commitments of the Departing Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Collateral AgentDeparting Lenders. On the Effective Date, as applicableeffective immediately following such termination and repayment, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, Agreement shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as be amended, restated, amended restated and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied superseded in its entirety by the execution of this Agreement, . The parties hereto acknowledge and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and agree that (ya) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents, whether executed and delivered in connection herewith or otherwise, do not constitute a novation, payment and reborrowing, or termination of the obligations of the Company and the other Borrowers under the Existing Credit Agreement as in effect prior to the Effective Date (except with FIFTH AMENDED AND RESTATED CREDIT AGREEMENT 134 respect to the Departing Lenders, except that the provisions of the Existing Credit Agreement that by their express terms survive the termination of the Existing Credit Agreement shall continue for the Departing Lenders) and (b) such obligations are in all respects continuing (as amended and restated hereby) with only the terms thereof being modified as provided in this Agreement. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant after giving effect to the Loan Documents executed Departing Lender Commitment terminations and delivered in connection with repayments, (i) all “Loans” outstanding under (and as defined in) the Existing Credit Agreement are hereby reaffirmedshall on the Effective Date become Loans hereunder, ratified, renewed (ii) all “Letters of Credit” under (and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in in) the Existing Credit Agreement shall on the Effective Date become Letters of Credit hereunder and (iii) all other obligations outstanding under the Existing Credit Agreement shall on the Effective Date be obligations under this Agreement) on and after the Closing Date.
Appears in 2 contracts
Samples: Credit Agreement (Marriott International Inc /Md/), Credit Agreement (Marriott International Inc /Md/)
Amendment and Restatement. On the Closing DateThe parties hereto agree that, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On on the Closing Date, the rights and obligations of the parties evidenced following transactions shall be deemed to occur automatically, without further action by any party hereto: (a) the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, deemed to be amended and restated, supplemented or otherwise modified and restated in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing its entirety pursuant to this Agreement; (b) all obligations under or in respect of the Existing Credit Agreement for periods prior to outstanding on the Closing Date shall in all respects be calculated continuing and paid on shall be deemed to be Obligations outstanding hereunder; (c) the Closing Date. Upon guarantees made to the effectiveness lenders, the letter of this Agreementcredit issuers, the administrative agent and each reference in other holder of the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in obligations under the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant respect to the terms of this Agreement Secured Obligations and the other Credit Documents are hereby reaffirmed; and (bd) ratifiesthe security interests and liens in favor of Bank of America, reaffirms and confirms that, as administrative agent for the Obligations that remain unpaid and outstanding as benefit of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any holders of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on created under the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered collateral documents entered into in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for with respect to the Secured Obligations (as defined in this Agreement) on and after are hereby reaffirmed. On the Closing Date, (i) Borrower shall prepay any revolving loans outstanding under the Existing Credit Agreement to the extent necessary to keep the outstanding Revolving Loans ratable with the revised Revolving Commitments as of the Closing Date, and (ii) the revolving credit extensions and revolving commitments made by the lenders under the Existing Credit Agreement shall be re-allocated and restated among the Lenders so that, as of the Closing Date, the respective Revolving Commitments of the Lenders shall be as set forth on Schedule 1.01(b) as in effect on the Closing Date. The parties hereto further acknowledge and agree that this Agreement constitutes an amendment to the Existing Credit Agreement made under and in accordance with the terms of Section 10.02 of the Existing Credit Agreement. This Agreement is not a novation of the Existing Credit Agreement.
Appears in 2 contracts
Samples: Credit Agreement (CSG Systems International Inc), Credit Agreement (CSG Systems International Inc)
Amendment and Restatement. On Effective immediately upon the Closing Date, this Agreement shall amend the terms and restate and supersede conditions of the Existing Credit Agreement in its entiretyshall be amended and restated as set forth herein and the Existing Credit Agreement shall be superseded by this Credit Agreement. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Credit Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified the grant of security interests and Liens in effect on the Closing Date. All principal, interest, fees Collateral by the Borrowers and expenses, if any, owing or accruing the Guarantors under or in respect of the Existing Credit Agreement for periods prior to and the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the other “Loan Documents to “the Credit AgreementDocuments” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) shall continue under this Agreement and all the other instruments Loan Documents, and documents executed and delivered by such Loan Party shall not in favor of the Administrative Agent any event be terminated, extinguished or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior annulled but shall hereafter continue to or on the Closing Date, shall remain be in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of be governed by this Credit Agreement and the other Loan Documents. All Obligations (as defined in the Existing Credit Documents Agreement) under the Existing Credit Agreement and the other “Loan Documents” (bas defined in the Existing Credit Agreement) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and shall continue to be outstanding except as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under expressly modified by this Agreement and shall not be deemed to be paidgoverned in all respects by this Credit Agreement and the other Loan Documents, released, discharged or otherwise satisfied by the execution of this Agreement, it being agreed and understood that this Agreement shall does not constitute a refinancingnovation, substitution satisfaction, payment or novation reborrowing of such Obligations any Obligation (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any of the other rights, duties and obligations of the parties hereunder, and the terms “ObligationsLoan Document” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated nor does it operate as a waiver of any right, power or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality remedy of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by Agent or any Lender under any “Loan Party pursuant Document” (as defined in the Existing Credit Agreement). All references to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Credit Agreement and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Dateprovisions hereof.
Appears in 2 contracts
Samples: Loan and Security Agreement (AGY Holding Corp.), Loan and Security Agreement (AGY Holding Corp.)
Amendment and Restatement. On This Agreement amends and restates in its entirety the Closing DateOriginal Loan and Security Agreement effective as of the date hereof. Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and shall amend not serve to effect a novation of the “Secured Obligations” (as defined in the Original Loan and restate Security Agreement). Instead, it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and supersede liabilities created under the Existing Credit Original Loan and Security Agreement in its entiretywhich is secured by the Collateral pursuant to the terms of the applicable Loan Documents, except as modified hereby. On Each Borrower acknowledges and confirms that the Closing Dateliens and security interests granted pursuant to the applicable Loan Documents secure the applicable indebtedness, the rights liabilities and obligations of Borrower to Lenders under the Original Loan and Security Agreement, as amended and restated by this Agreement, the Loan Documents shall continue in full force and effect in accordance with their terms unless otherwise amended by the parties evidenced by thereto, and that the Existing Credit Agreement term “Secured Obligations” as used in the Loan Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of Borrower to Agent and Lenders) includes, without limitation, the indebtedness, liabilities and obligations of Borrower under this Agreement, and under the Original Loan and Security Agreement, as amended and restated hereby, as the same further may be amended, modified, supplemented and/or restated from time to time. The Loan Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each be evidenced by deemed to be amended to the extent necessary to give effect to the provisions of this Agreement. Each reference to the “Loan and Security Agreement” in any Loan Document shall mean and be a reference to this Agreement and the other Loan Documents (as further amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Datefrom time to time). All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit AgreementSIGNATURES TO FOLLOW), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 2 contracts
Samples: Loan and Security Agreement (Aveo Pharmaceuticals, Inc.), Loan and Security Agreement (Aveo Pharmaceuticals, Inc.)
Amendment and Restatement. (a) On the Closing Effective Date, the commitment of each lender that is a party to the Original Credit Agreement but is not a party to this Agreement shall amend (an “Exiting Lender”) will be terminated, all outstanding obligations owing to the Exiting Lenders will be repaid in full and restate and supersede each Exiting Lender will cease to be a Lender under the Existing Credit Agreement in its entiretyand will not be a Lender under this Agreement. On As of the Closing Effective Date, the rights remaining “Lenders” under (and obligations of as defined in) the parties evidenced by the Existing Original Credit Agreement shall be evidenced by Lenders under this Agreement with Commitments as set forth on Schedule 2.01 hereto and the other Loan Documents as amended, restated, amended by its execution and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness delivery of this Agreement, each reference such Lender hereby consents to the execution and delivery of this Agreement and to the non-pro rata reduction of commitments occurring on the Effective Date as a result of the termination of the commitments of the Exiting Lenders, and the concurrent repayment in full of all loans and other obligations owing (whether or not due) to the Loan Documents Exiting Lenders. The parties to “this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Original Credit Agreement” or words Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges This Agreement is not intended to and agrees that each Loan Document shall not constitute a novation, payment and reborrowing or termination of the “Obligations” (as defined in the Existing Original Credit Agreement) ). All “Loans” made and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in incurred under the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) Original Credit Agreement which are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged outstanding on the Closing Effective Date, in each case if any, shall continue as amended, restated, amended Loans and restated, supplemented or otherwise modified and/or reaffirmed pursuant to Obligations under (and shall be governed by the terms of of) this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, upon the effectiveness hereof: all security interests, pledges, assignments and other Liens and Guarantees previously granted by any references in the “Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations Documents” (as defined in this the Original Credit Agreement) on and after to the Closing Date“Obligations” shall be deemed to refer to the Obligations hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Vinebrook Homes Trust, Inc.), Revolving Credit Agreement (Vinebrook Homes Trust, Inc.)
Amendment and Restatement. On The Borrower, the Closing DateBanks and the Agent agree that, upon (i) the execution and delivery of this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations by each of the parties evidenced hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Credit Agreement shall be evidenced and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation, payment and reborrowing or termination of the “Borrower Obligations” under and as defined in the Existing Credit Agreement and the other “Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit AgreementDocuments” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party as in favor of effect prior to the Administrative Agent date hereof or the Collateral Agent, as applicable, pursuant Indebtedness created thereunder. The commitment of each Bank that is a party to the Existing Credit AgreementAgreement shall, unless terminated or discharged prior to or on the Closing Datedate hereof, automatically be deemed amended and the only commitments shall remain in full force be those hereunder. Without limiting the foregoing, upon the effectiveness hereof: (a) all loans and effect letters of credit incurred under the Existing Credit Agreement which are outstanding on the Closing Date in accordance with its terms, in each case date hereof shall continue as amended, restated, amended Loans and restated, supplemented or otherwise modified and/or reaffirmed pursuant to Letters of Credit under (and shall be governed by the terms of of) this Agreement and the other Credit Documents and Loan Documents, (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used all references in the “Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents Documents” (as defined in the Existing Credit Agreement)) to the “Agent”, unless terminated the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Agent, this Agreement and the Loan Documents, respectively, (c) all obligations constituting “Borrower Obligations” under the Existing Credit Agreement with any Bank or discharged any affiliate of any Bank which are outstanding on the Closing Date, in each case date hereof shall continue as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of Borrower Obligations under this Agreement and the other Loan Documents. Without limiting , (d) any “Revolving Note” under the generality of Existing Credit Agreement shall be deemed for all purposes superseded and replaced by the foregoingRevolving Note (if any) issued to such Bank under this Agreement, all security interests, pledges, assignments (e) each Departing Bank’s “Commitment” under the Existing Credit Agreement shall be terminated and other Liens “Borrower Obligations” owing to it under and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continuedshall be repaid by the Borrower, and all each Departing Bank shall not be a Bank hereunder, and (f) the Agent shall make such security interestsreallocations, pledgessales, assignments or other relevant actions in respect of each Bank’s credit and loan exposure under the Existing Credit Agreement as are necessary in order that Borrower Obligations in respect of Loans, interest and fees due and payable to a Bank hereunder reflect such Bank’s pro rata share on the date hereof, and the Borrower hereby agrees to compensate each Bank for any and all losses, costs and expenses incurred by such Bank in connection with the sale and assignment of any LIBOR Advance on the terms and in the manner set forth herein. Each Bank hereby confirms the Agent’s authority to enter into such additional reaffirmations of, or any amendments to, amendments and restatements of, or other modifications to, the other existing Loan Documents as the Agent shall approve in its sole discretion, in connection with the amendment and restatement of the Existing Credit Agreement so long as such amendments, restatements or other modifications do not contain any material modifications adverse to the Banks (and, for the avoidance of doubt, such modifications may include the addition of Loan Parties and other Liens and Guarantees, changes that are otherwise permitted by the Agent’s authority under or with respect to such existing Loan Documents or are consistent with changes in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined provisions included in this Agreement as compared to the provisions of the Existing Credit Agreement) on and after the Closing Date).
Appears in 2 contracts
Samples: Credit Agreement (Otter Tail Corp), Credit Agreement (Otter Tail Corp)
Amendment and Restatement. On In connection with the Closing Date, this Agreement shall amend amendment and restate and supersede restatement of the Existing Credit Agreement in its entirety. On pursuant hereto, Borrower, Administrative Agent and the Closing Date, the rights and obligations Lenders shall as of the parties evidenced by Effective Date make adjustments to the outstanding principal amount of the “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) (but not any interest accrued thereon prior to the Effective Date or any accrued commitment fees under the Existing Credit Agreement prior to the Effective Date), including the borrowing of additional Revolving Credit Loans hereunder and the repayment of “Revolving Credit Loans” under the Existing Credit Agreement (as such term is defined therein) plus all applicable accrued interest, fees and expenses as shall be evidenced necessary to provide for Revolving Credit Loans by each Lender in proportion to, and in any event not in excess of, the amount of its relevant Commitment as of the Effective Date, but in no event shall such adjustment of any Eurodollar Loans entitle any Lender to any reimbursement under Section 2.15 hereof or Section 2.15 of the Existing Credit Agreement; provided that the foregoing is not intended to relieve Borrower for paying any such costs to lenders under the Existing Credit Agreement to the extent such lenders are not Lenders under this Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Loans and commitments under the Existing Credit Agreement and assumed outstanding Loans and commitments of other Lenders under the Existing Credit Agreement as may be necessary to effect the foregoing. The parties hereto acknowledge and agree that (a) this Agreement, any promissory notes delivered pursuant this Agreement and the other Loan Documents as amended, restated, amended executed and restated, supplemented delivered in connection herewith do not constitute a novation or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect termination of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit AgreementObligations” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) under the Existing Credit Agreement as in effect prior to the Effective Date and (b) such “Obligations” are in all respects continuing with only the terms thereof being modified as provided in this Agreement and the Obligations hereunder are in renewal and extension of the obligations and indebtedness under the Existing Credit Agreement. Notwithstanding the modifications effected by this Agreement of the representations, warranties and covenants of the Borrower contained in the Existing Credit Agreement, the Borrower acknowledges and agrees that any causes of action or other instruments and documents executed and delivered by such Loan Party rights created in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated any Issuing Bank or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its termsany Lender, in each case as amendedcase, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as arising out of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement representations and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any warranties of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used Borrower contained in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmedshall survive the execution, ratifieddelivery and effectiveness of this Agreement to the extent provided in the Existing Credit Agreement prior to the termination thereof. All indemnification obligations of the Borrower arising under the Existing Credit Agreement (including any arising from a breach of the representations thereunder) shall survive to the extent provided in the Existing Credit Agreement prior to the termination thereof. In addition, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after as of the Closing Effective Date, each Letter of Credit outstanding under the Existing Credit Agreement shall remain in full force and effect as security for the Obligations (as defined in be deemed to have been issued under this Agreement) on and after the Closing Date.
Appears in 2 contracts
Samples: Commitment Increase Agreement (Williams Randa Duncan), Lender Agreement (Williams Randa Duncan)
Amendment and Restatement. On This Agreement is an amendment and restatement of (but not a novation of or an accord and satisfaction of) the Existing Credit Agreement. All outstanding Obligations under the Existing Credit Agreement (and which have not been repaid on the Closing Date) shall continue to remain outstanding under this Agreement. From and after the date hereof, this Agreement shall amend and restate and supersede all references made to the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other any “Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit AgreementDocument” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) or in any other instrument or document shall, without more, be deemed to refer to this Agreement. The Borrower and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding Guarantor under this Agreement hereby acknowledges and shall not be deemed to be paid, released, discharged or otherwise satisfied by agrees that the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “ObligationsLiens” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement)) created and provided for by the “Collateral Documents” (as defined in the Existing Credit Agreement) continue to secure, unless terminated or discharged among other things, the Obligations under the Existing Credit Agreement which shall remain outstanding on the Closing Date, in each case date hereof as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of well as those hereafter arising under this Agreement and the other Loan Documents. Without limiting ; and the generality rights and remedies of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to Administrative Agent under the Loan Collateral Documents executed and delivered in connection with under the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, the Liens under the Existing Credit Agreement created and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Collateral Documents under the Existing Credit Agreement as security for to the Obligations (as defined in indebtedness which would be secured thereby prior to giving effect to this Agreement) on . This amendment and after restatement of the Closing DateExisting Credit Agreement shall operate to renew, amend and modify the rights and obligations of the parties under the Existing Credit Agreement as provided herein, but shall not act as a novation thereof.
Appears in 2 contracts
Samples: Credit Agreement (Powell Industries Inc), Credit Agreement (Powell Industries Inc)
Amendment and Restatement. On Effective immediately upon the Closing Date, this Agreement shall amend the terms and restate and supersede conditions of the Existing Credit Agreement in its entiretyshall be amended and restated as set forth herein and the Existing Credit Agreement shall be superseded by this Agreement. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified the grant of security interests and Liens in effect on the Closing Date. All principal, interest, fees Collateral by the Borrowers and expenses, if any, owing or accruing the Guarantors under or in respect of the Existing Credit Agreement for periods prior to and the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the other “Loan Documents to “the Credit AgreementDocuments” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) shall continue under this Agreement and all the other instruments Loan Documents, and documents executed and delivered by such Loan Party shall not in favor of the Administrative Agent any event be terminated, extinguished or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior annulled but shall hereafter continue to or on the Closing Date, shall remain be in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of be governed by this Agreement and the other Loan Documents. All Obligations (as defined in the Existing Credit Documents Agreement) under the Existing Credit Agreement and the other “Loan Documents” (bas defined in the Existing Credit Agreement) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and shall continue to be outstanding except as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under expressly modified by this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied governed in all respects by the execution of this Agreement, and this Agreement shall and the other Loan Documents, it being agreed and understood that this Agreement does not constitute a refinancingnovation, substitution satisfaction, payment or novation reborrowing of such Obligations any Obligation (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any of the other rights, duties and obligations of the parties hereunder, and the terms “ObligationsLoan Document” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated nor does it operate as a waiver of any right, power or discharged on remedy of the Closing Date, Lender under any “Loan Document” (as defined in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant the Existing Credit Agreement). All references to the terms of Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Dateprovisions hereof.
Appears in 2 contracts
Samples: Credit Agreement (Christopher & Banks Corp), Credit Agreement (Christopher & Banks Corp)
Amendment and Restatement. On This Agreement amends and restates the Closing Date, this Existing Loan Agreement as of the date hereof. All loans and letters of credit outstanding under the Existing Loan Agreement shall amend constitute Loans and restate and supersede the Existing Facility Letters of Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by under this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, all fees and expenses, if any, owing or accruing other obligations accrued under or in respect of the Existing Credit Loan Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding will be paid under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant according to the terms of this Agreement Agreement. The Loans and Facility Letters of Credit and other obligations pursuant hereto are issued in exchange and replacement for the loans, letters of credit other obligations under the Existing Loan Agreement, shall not be a novation or satisfaction thereof and shall be entitled to and secured by the same collateral with the same priority. The Lenders and each Existing Lender which will not continue as a Lender hereunder (an “Exiting Lender”) will make such payments among themselves as directed by the Administrative Agent so that, after giving effect thereto, each Lender will hold its Pro Rata Share of the outstanding Aggregate Credit Exposure on the Effective Date and with Interest Periods that all begin on the Effective Date and the other Company shall be liable for any breakage costs under Section 3.4. All parties hereto acknowledge that this Agreement, as it may be amended, restated or otherwise modified from time to time, constitutes the “Existing Loan DocumentsAgreement” as defined in the Intercreditor Agreement. Without limiting The Company acknowledges and agrees that the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement Pledge Agreements are hereby reaffirmed, ratified, renewed ratified and continued, confirmed and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (effect, it has no defense, offset, counterclaim or other claim or dispute with respect thereto and such Pledge Agreements are “Stock Pledge Documents” as defined in this the Intercreditor Agreement) on and after the Closing Date.
Appears in 2 contracts
Samples: Loan Agreement (Myers Industries Inc), Loan Agreement (Myers Industries Inc)
Amendment and Restatement. On This Agreement amends and restates the Closing DateGuarantee and Collateral Agreement dated as of November 26, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations 2013 among certain of the parties evidenced by Grantors and JPMorgan Chase Bank, N.A. as administrative agent (the “Existing Credit Agreement shall be evidenced by this Agreement Guarantee and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing DateCollateral Agreement”). All principalterms, interestconditions, fees agreements, covenants and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated representations and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined warranties contained in the Existing Credit Agreement) Guarantee and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall Agreement remain in full force and effect on effect, except as expressly amended herein. Nothing herein or in the Closing Date other Loan Documents shall impair or adversely affect the continuation of the liability of the Borrower for the Borrower Obligations or of any other Grantor for the Guarantor Obligations incurred before the date hereof and the security interests, Liens and other interests in accordance with its termsthe Collateral granted, in each case as amended, restated, amended and restated, supplemented or otherwise modified pledged and/or reaffirmed assigned by the Grantors pursuant to the terms of this Agreement Existing Guarantee and the other Credit Documents Collateral Agreement. The amendment and (b) ratifiesrestatement herein shall not, reaffirms and confirms thatin any manner, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect be construed to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paidconstitute payment of, releasedor impair, discharged limit, cancel or otherwise satisfied by the execution of this Agreementextinguish, and this Agreement shall not or constitute a refinancing, substitution or novation in respect of such Obligations or any of the other rightsobligations, duties liabilities and obligations indebtedness of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated Grantors evidenced by or arising under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended Guarantee and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Collateral Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all the Lien and security interests securing such security interestsobligations, pledgesliabilities and indebtedness, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, which shall remain continue in full force and effect as security for the Obligations (as defined and shall not in this Agreement) on and after the Closing Dateany manner be impaired, limited, terminated, waived or released.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (GNC Holdings, Inc.)
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Restatement Date, the rights Lenders shall purchase and obligations of assume the parties evidenced by Revolving Loan Commitments (as defined in the Original Credit Agreement), the Existing Australian Loan Commitments and the outstanding General Revolving Loans (as defined in the Original Credit Agreement), Separated Funded Loans (as defined in the Original Credit Agreement) and Existing Australian Loans, in each case, under the Original Credit Agreement from the Existing Lenders at par plus accrued interest and fees, free and clear of adverse claim, participation or other encumbrance, which Revolving Loan Commitments, Existing Australian Loan Commitments, General Revolving Loans, Separated Funded Loans and Existing Australian Loans (including such accrued interest and fees) and the Original Credit Agreement shall be evidenced (immediately upon such purchase and assumption by the Lenders) amended and restated in their entirety as Revolving Loan Commitments and/or Revolving Loans and/or Australian Revolving Loans, Tranche A Term Loans, and Tranche B Term Loans hereunder and governed by the terms of this Agreement all as more particularly described herein. For the avoidance of doubt, on the Restatement Date, the Revolving Loan Commitments hereunder shall not be subject to any "Existing Senior Notes Redemption Sublimit" (as defined in the Original Credit Agreement) then in effect under the Original Credit Agreement. The Lenders are not subject to or bound by any of the terms or provisions of the Original Credit Agreement. The parties acknowledge and agree that this Agreement and the other Loan Documents as amendeddo not constitute a novation, restated, amended payment and restated, supplemented reborrowing or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect termination of the Existing obligations under the Original Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference that all such obligations are in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges all respects continued and agrees that each Loan Document (outstanding as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of obligations under this Agreement and the other Credit Documents Notes with only the terms being modified from and (b) ratifies, reaffirms and confirms that, after the Obligations that remain unpaid and outstanding Restatement Date as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of provided in this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement Notes and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 1 contract
Amendment and Restatement. On Effective upon the Closing Dateexecution and delivery of this Agreement and the satisfaction of the conditions set forth in Section 3.1 and Section 3.2, this Agreement shall amend amends, restates, supersedes and restate and supersede replaces the Existing Credit Agreement in its entirety. On the Closing Date, the rights This Agreement constitutes an amendment and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect restatement of the Existing Credit Agreement for periods prior and is not, and is not intended by the parties to be, a novation of the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Existing Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party All outstanding Loans and other Obligations (a) acknowledges and agrees that in each Loan Document (case, as defined in the Existing Credit Agreement) shall continue to be Loans and all Obligations under this Agreement until repaid in cash by the Borrower. All rights and obligations of the parties shall continue in effect, except as otherwise expressly set forth herein. All references in the other instruments Loan Documents to the Credit Agreement shall be deemed to refer to and documents executed mean this Agreement, as the same may be further amended, supplemented, and delivered by such restated from time to time. Each Loan Party in favor herby reaffirms its obligations, liabilities and indebtedness arising under each of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or Loan Documents existing on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its termsdate hereof, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this provisions of the preceding sentences. On the Closing Date, the Existing Credit Agreement as amended and restated hereby shall not be deemed to be paid, released, discharged or otherwise satisfied by a continuing agreement among the execution of this Agreementparties, and this Agreement shall not constitute a refinancingall documents, substitution or novation of such Obligations or any of the other rights, duties instruments and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured agreements delivered pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed not amended and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, restated in each case, unless expressly terminated, superseded or discharged on and after connection with the Closing Date, entry of the parties into this Agreement shall remain in full force and effect effect, each in accordance with its terms, as security for of the Obligations (date of delivery or such other date as defined contemplated by such document, instrument or agreement to the same extent as if the modifications to the Existing Credit Agreement contained herein were set forth in an amendment to the Existing Credit Agreement in a customary form, unless such document, instrument or agreement has otherwise been terminated or has expired in accordance with or pursuant to the terms of this Agreement, the Existing Credit Agreement or such document, instrument or agreement or as otherwise agreed by the required parties hereto or thereto. SUNTRUST BANK as the Administrative Agent, as the Issuing Bank, as the Swingline Lender and as a Lender By: Name: Xxxxxx XxxXxxxxx Title: Vice President Amended and Restated Revolving Credit and Term Loan Agreement SCHEDULE I Commitment Amounts Lender Revolving Commitment Amount Term Loan Commitment Amount SunTrust Bank $9,250,000 $18,250,000 Santander Bank N.A. $8,250,000 $16,750,000 Manufacturers and Traders Trust Company $6,750,000 $13,250,000 ZB, N.A. dba California Bank & Trust $5,750,000 $11,750,000 TOTAL $30,000,000 $60,000,000 DMSLIBRARY01\32795221.v1 SCHEDULE 4.14 Subsidiaries None. SCHEDULE 4.16 Deposit and Disbursement Accounts The deposit accounts, lockbox accounts, disbursement accounts, investment accounts described below: Loan Party Name and Address of Bank Type of Account Account Numbers Account Receives Payments of Health Care Receivables from Government Agency (Y/N) on The New Jersey Imaging Network, L.L.C. XX Xxxxxx Chase Bank, NA 0000 Xxxx Xxx., 6th Floor, Dallas, TX 75201 Phone: (214) 000- 0000 Collections and after the Closing Date.Checking 551883577 Y The New Jersey Imaging Network, L.L.C. M&T Bank 000 Xxxxxxx Xxxx Clifton, NJ 07012 Concentration Account 9867213077 Y The New Jersey Imaging Network, L.L.C. M&T Bank 000 Xxxxxxx Xxxx Clifton, NJ 07012 Accounts Payable - ZBA 61000000159401 Y The New Jersey Imaging Network, L.L.C. M&T Bank 000 Xxxxxxx Xxxx Clifton, NJ 07012 Patient Refunds - ZBA 61000000159394 Y SCHEDULE 4.18 Material Agreements The Material Agreements described below:
Appears in 1 contract
Amendment and Restatement. On the Closing DateThis Agreement amends, this Agreement shall amend restates and restate and supersede the Existing Credit Agreement replaces in its entiretyentirety the Original Agreement. On the Closing DateAll rights, the rights benefits, indebtedness, interest, liabilities and obligations of the parties evidenced to the Original Agreement are hereby amended, restated, replaced and superseded in their entirety according to the terms and provisions set forth herein. All indebtedness, liabilities and obligations under the Original Agreement, including all promissory notes executed by the Existing Credit Agreement shall be evidenced Borrower pursuant thereto, are hereby renewed by this Agreement Agreement, the Notes and the other Loan Documents as amendedexecuted by the Borrower pursuant to this Agreement and shall, restated, amended from and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on after the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied governed by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality The Borrower represents and warrants that, as of the foregoingdate hereof, all security intereststhere are no claims or offsets against, pledgesor defenses or counterclaims to, assignments and its obligations under this Agreement, the Original Agreement or any of the other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents agreements, documents or instruments executed and delivered in connection with herewith or therewith. To induce the Existing Credit Agreement are hereby reaffirmedAdministrative Agent and the Lenders to enter into this Agreement, ratified, renewed and continued, the Borrower waives any and all such security interestsclaims, pledgesoffsets, assignments defenses and other Liens counterclaims, whether known or unknown, arising prior to the Closing Date and Guaranteesrelating to the Original Agreement or this Agreement. Notwithstanding any provision herein to the contrary, in each case, unless expressly terminated, superseded or discharged on from and after the Closing Date, each Lender’s Applicable Percentage of the Aggregate Commitments shall remain be as set forth on Schedule 1 to the Lender Addendum executed and delivered by such Lender or in full force the Assignment and effect as security for Assumption pursuant to which such Lender becomes a party hereto. Promptly upon the Obligations (as defined closing of this Agreement and the receipt by the Lenders of their respective Notes, such Lenders that were Lenders under the Original Credit Agreement shall return to the Borrower any Notes delivered to such Lender in this Agreement) on and after connection with the Closing DateOriginal Credit Agreement marked “cancelled”.
Appears in 1 contract
Samples: Credit Agreement (Adesa Inc)
Amendment and Restatement. On In order to facilitate this amendment and restatement and otherwise to effectuate the Closing Datedesires of the Borrowers, this Agreement shall amend the Administrative Agent and restate the Lenders: The Borrowers, the Administrative Agent and supersede the Existing Credit Agreement in its entirety. On Lenders hereby agree that, on the Closing Date, the rights terms and obligations provisions of the parties evidenced by the Existing Credit Agreement shall be evidenced and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement Agreement, and the other Loan Documents as amended, restated, amended terms and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect provisions of the Existing Credit Agreement for periods prior to the Closing Date Agreement, except as otherwise expressly provided herein, shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean superseded by this Agreement. Each Notwithstanding this amendment and restatement of the Existing Credit Agreement, including anything in this Section 10.19, and of any related “Loan Party Documents” (aas such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan Documents”), (i) acknowledges and agrees that each Loan Document all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and all other instruments Prior Loan Documents (the “Existing Obligations”) shall continue as Obligations hereunder to the extent not repaid on or before the Closing Date, (ii) each of this Agreement and documents executed the Notes and delivered by such any other Loan Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution for, and not as a payment of, the indebtedness, liabilities and Existing Obligations of the Company and each Loan Party in favor under the Existing Credit Agreement or any other Prior Loan Document and (iii) neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior Loan Documents or any obligations thereunder. On the Closing Date, the Interest Periods for all Eurodollar Rate Loans outstanding under the Existing Credit Agreement shall be terminated, the Company shall pay all accrued interest with respect to such Loans, and the Company shall furnish to the Administrative Agent or Loan Notices selecting the Collateral Agentinterest rates for existing Loans. The parties hereby agree that, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, the Commitments shall remain be as set forth in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms Schedule 2.01. [Remainder of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Datepage intentionally left blank; signature pages follow.]
Appears in 1 contract
Samples: Credit Agreement (Power One Inc)
Amendment and Restatement. On the Closing Date, The parties to this Agreement shall amend agree that, upon (i) the execution and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations delivery by each of the parties evidenced by hereto of this Agreement and (ii) satisfaction of the conditions set forth in Article 4, the terms and provisions of the Existing Credit Agreement shall be evidenced and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation. All Loans made and Liabilities incurred under the Existing Credit Agreement which are outstanding on the Closing Date shall continue as Loans and Liabilities under (and, as of the Closing Date, shall be governed by the terms of) this Agreement and the other Loan Documents agreements, documents and instruments delivered together herewith. Without limiting the foregoing, upon the effectiveness hereof: (a) all references to the “Agent”, the “Agreement” and the agreements, documents and instruments delivered together therewith (each as amended, restated, amended and restated, supplemented defined in or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of contemplated by the Existing Credit Agreement) shall be deemed to refer to the Agent, this Agreement for periods prior to and the agreements, documents and instruments delivered together herewith, (b) the Letters which remain outstanding on the Closing Date shall continue as Letters under (and, as of the Closing Date, shall be calculated and paid governed by the terms of) this Agreement, (c) all obligations constituting “Liabilities” with any Lender or any affiliate of any Lender which are outstanding on the Closing Date. Upon Date shall continue as Liabilities under this Agreement and the effectiveness of this Agreementagreements, each reference in documents and instruments delivered together herewith, (d) the Loan Documents to “the Credit AgreementCommitments” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) shall be allocated between, and all redesignated as, Commitments hereunder, in each case pursuant to the allocations set forth on the Schedule A, (e) the Agent shall make such other instruments and documents executed and delivered by such Loan Party reallocations, sales, assignments or other relevant actions in favor respect of the Administrative Agent or the Collateral Agent, as applicable, pursuant each Lender’s credit exposure under the Existing Credit Agreement, unless terminated or discharged prior to or Agreement as are necessary in order that each such Lender’s applicable Liabilities in respect of Loans and reflect such Lender’s Pro Rata Percentage of the applicable outstanding aggregate of such Loans and Letters on the Closing Date, (f) the “Loans” of each Departing Lender under the Existing Credit Agreement shall remain be repaid in full force (accompanied by any accrued and effect on unpaid interest and fees thereon), each Departing Lender’s “Commitment” under the Closing Date Existing Credit Agreement shall be terminated and each Departing Lender shall not be a Lender hereunder and (g) each Borrower hereby agrees to compensate each Lender (including each Departing Lender) for any and all losses, costs and expenses incurred by such Lender in accordance connection with its termsthe sale and assignment of any LIBOR Rate Loans (including the “LIBOR Rate Loans” under the Existing Credit Agreement) and such reallocation described above, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to on the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined manner set forth in this Agreement) on and after the Closing Date.
Appears in 1 contract
Samples: Loan Agreement (Andersons Inc)
Amendment and Restatement. On the Closing DateThe terms, this Agreement shall amend conditions, agreements, covenants, representations and restate and supersede warranties set forth in the Existing Credit Agreement are simultaneously hereby amended and restated in its their entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, so amended and restated, supplemented replaced and superseded by the terms, conditions agreements, covenants, representations and warranties set forth in this Agreement, and as of the date upon which the conditions of Section 3.1 have been satisfied, neither the Borrowers, Guarantors nor the Agent and Lenders shall be subject to or otherwise modified and in effect on bound by any of the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect terms of the Existing Credit Agreement for periods prior and shall only be subject to or bound by the Closing Date shall be calculated terms and paid on the Closing Date. Upon the effectiveness provisions of this Agreement, each reference except that, nothing herein or in the other Loan Documents shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of any of the “the Credit AgreementObligations” or words of similar effect shall mean this Agreement. Each Loan Party existing under (a) acknowledges and agrees that each Loan Document (as defined in in) the Existing Credit AgreementAgreement (the “Existing Obligations”) or any other obligations, liabilities and indebtedness of the Borrowers or Guarantors evidenced by or arising under the Existing Credit Agreement or impair or adversely affect the continuation of the security interests, liens and other interests in the Collateral heretofore granted, pledged and/or assigned by the Borrowers and Guarantors to Agent pursuant to the Existing Credit Agreement or any other Loan Documents. All Existing Obligations and all other instruments loans, advances and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant other financial accommodations under the Existing Credit Agreement, unless terminated Agreement of Borrowers or discharged prior Guarantors to or on Agent and Lenders that are outstanding and unpaid as of the Closing Date, shall remain in full force and effect on date hereof pursuant to the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented Existing Credit Agreement or otherwise modified and/or reaffirmed (including, without limitation, all Existing Obligations now or hereafter arising in connection with the Existing Letters of Credit) shall be deemed Obligations of Borrowers and Guarantors under this Agreement which are secured by Liens in the Collateral pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 1 contract
Amendment and Restatement. On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Second A&R Closing Date, the rights and obligations of the parties evidenced by the Existing First A&R Credit Agreement shall be evidenced amended and restated in its entirety by this Agreement Agreement, and the other Loan Documents First A&R Credit Agreement shall thereafter be of no further force and effect, except to evidence (i) the incurrence by the Borrower of the obligations under the First A&R Credit Agreement (whether or not such obligations are contingent as amendedof the Second A&R Closing Date), restated, amended (ii) the representations and restated, supplemented warranties made by the Borrower prior to the Second A&R Closing Date and (iii) any action or otherwise modified and in effect on omission performed or required to be performed pursuant to such First A&R Credit Agreement prior to the Second A&R Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect It is the intention of each of the Existing parties hereto that the First A&R Credit Agreement for periods prior be amended and restated hereunder so as to preserve the Closing Date perfection and priority of all Liens securing the Obligations under the Facility Documents and that all Obligations of the Borrower hereunder shall continue to be calculated secured by Liens evidenced under the Facility Documents, and paid on that this Agreement does not constitute a novation or termination of the Closing Dateindebtedness and obligations existing under the First A&R Credit Agreement. Upon the effectiveness of this AgreementThis amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver, whether or not similar and, unless specifically amended hereby or by any other Facility Document, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, Facility Documents shall remain continue in full force and effect on and, from and after the Second A&R Closing Date in accordance with its termsDate, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant all references to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and “Agreement” contained therein shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of refer to this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 1 contract
Samples: Credit and Security Agreement (TCW Direct Lending VII LLC)
Amendment and Restatement. On the Closing Date, this This Agreement shall is intended to amend and restate and supersede the provisions of the Existing Credit Agreement in its entirety. On the Closing DateAgreement, the rights and obligations except as expressly modified herein, all of the parties evidenced by terms and provisions of the Existing Credit Agreement shall continue to apply for the period prior to the Effective Date, including any determinations of payment dates, interest rates, compliance with covenants and other obligations, accuracy of representations and warranties, Events of Default or any amount that may be evidenced by this Agreement payable to Administrative Agent, the Lenders or the Issuing Banks (or their assignees or replacements hereunder). The Borrower, the Administrative Agent, the Lenders and the other Loan Documents as amended, restated, amended Issuing Banks acknowledge and restated, supplemented or otherwise modified and in effect on the Closing Date. All agree that all principal, interest, fees fees, costs, reimbursable expenses and expenses, if any, owing indemnification obligations accruing or accruing arising under or in respect of connection with the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that which remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue Effective Date shall be and remain outstanding and payable as an obligation under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting The Existing Credit Agreement is superseded by this Agreement, which hereby renews, amends, restates and modifies, but does not novate or extinguish, the generality obligations under the Existing Credit Agreement. The execution, delivery and effectiveness of this Agreement and the other Loan Documents shall not operate as a waiver, release or modification of any right, power or remedy of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with “Lenders” under the Existing Credit Agreement are hereby reaffirmedarising prior to the date hereof, ratifiedexcept to extent that any such covenant, renewed agreement is modified hereby. Each of the Lenders whose name appears on the Schedule I attached hereto (a) acknowledges that each lender who was a party to the Existing Credit Agreement but is not listed on Schedule I hereto (each a “Departing Lender”) is executing a termination agreement among itself, the Borrower and continuedthe Administrative Agent, pursuant to which, upon execution of this Agreement each such lender shall (i) be paid the full amount of principal and interest outstanding on its loans under the Existing Credit Agreement, (ii) relinquish any and all of its rights as a lender under the Existing Credit Agreement except for its rights that would expressly survive termination in accordance with the terms thereof and (iii) have no further obligations under this Credit Agreement and (b) agrees to purchase Loans and Commitments hereunder (including participations in Letters of Credit and Swingline Loans) from the Departing Lenders and from one another on the Effective Date so that after giving effect thereto, the Loans and Commitments of each Class of each Lender hereunder will be held ratably in accordance with the Loans and Commitments of such security interests, pledges, assignments Class of such Lender as set forth on Schedule I hereto and other Liens the Administrative Agent is authorized and Guarantees, directed to take such actions and to make such notations in each case, unless expressly terminated, superseded or discharged on the Register as shall be necessary to effectuate and after reflect the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Dateforegoing.
Appears in 1 contract
Amendment and Restatement. On The Borrower, the Closing DateBanks and the Administrative Agent agree that, upon (i) the execution and delivery of this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations by each of the parties evidenced hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Sections 6.1 and 6.2, the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement and each Departing Bank shall cease to be a party to the Existing Credit Agreement as evidenced by its execution and delivery of its Departing Bank Signature Page. This Agreement is not intended to and shall not constitute a novation, payment and reborrowing or termination of the Obligations under the Existing Credit Agreement and the other Credit Documents as in effect prior to the date hereof or the Indebtedness created thereunder. All “Loans” made and “Obligations” incurred under (and defined in) the Existing Credit Agreement which are outstanding on the Effective Date shall constitute Loans and Obligations, respectively, under (and shall be governed by the terms of) this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing DateCredit Documents. All principal, interest, fees and expenses, if any, owing or accruing under or in respect The commitment of each Bank that is a party to the Existing Credit Agreement for periods prior to shall, on the Closing Date date hereof, automatically be deemed amended and the only commitments shall be calculated and paid on those hereunder. Without limiting the Closing Date. Upon foregoing, upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party hereof: (a) acknowledges and agrees that each Loan Document all references in the “Credit Documents” (as defined in the Existing Credit Agreement) to the “Credit Agreement” and the “Credit Documents” shall be deemed to refer to this Agreement and the Credit Documents, (b) all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant obligations constituting “Obligations” under the Existing Credit Agreement, unless terminated Agreement with any Bank or discharged prior to or any Affiliate of any Bank which are outstanding on the Closing Date, date hereof shall remain in full force and effect on the Closing Date in accordance with its terms, in each case continue as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of Obligations under this Agreement and the other Credit Documents Documents, and (bc) ratifiesthe Administrative Agent shall make such reallocations, reaffirms sales, assignments or other relevant actions in respect of each Bank’s credit and confirms thatloan exposure under the Existing Credit Agreement as are necessary in order that Obligations in respect of Loans, the Obligations that remain unpaid Letters of Credit, interest and outstanding as of fees due and payable to a Bank hereunder reflect such Bank’s Commitments on the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunderhereof, and the terms “Obligations” as Borrower hereby agrees to compensate each Bank and each Departing Bank for any and all losses, costs and expenses incurred by such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated Bank or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered Departing Bank in connection with the sale and assignment of any Term SOFR Loan on the terms and in the manner set forth in Section 2.11 hereof and (d) the existing “Loans” under the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in of each case, unless expressly terminated, superseded or discharged on and after the Closing Date, Departing Bank shall remain be repaid in full force (accompanied by any accrued and effect as security for unpaid interest and fees thereon), each Departing Bank’s “Commitment” under the Obligations (as defined in this Agreement) on Existing Credit Agreement shall be terminated and after the Closing Dateeach Departing Bank shall not be a Bank hereunder.
Appears in 1 contract
Amendment and Restatement. On the Closing Date, this Agreement shall amend The parties hereto acknowledge and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by agree that (i) this Agreement and the other Loan Documents as amendedOther Documents, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents whether executed and delivered by such Loan Party in favor connection herewith or otherwise, do not constitute a novation or repayment and reborrowing of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement Advances and the other Obligations under the Original Credit Documents and (b) ratifies, reaffirms and confirms that, Agreement or the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Other Documents (as defined in the Existing Original Credit Agreement), unless terminated or discharged on ) as in effect prior to the Closing Date and which remain outstanding as of the Closing Date, (ii) the Obligations under the Original Credit Agreement and the Other Documents (as defined in each case the Original Credit Agreement) are in all respects continuing (as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant restated and converted hereby and which are in all respects hereinafter subject to the terms of this herein) and (iii) the Liens and security interests as granted under the Credit Agreement and the other Loan Documentsapplicable Other Documents (as defined in the Original Credit Agreement) securing payment of such Obligations (as defined in the Original Credit Agreement) are in all respects continuing and in full force and effect and are reaffirmed hereby. Without limiting the generality of the foregoing, all security interests, pledges, assignments The parties hereto acknowledge and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged agree that on and after the Closing Date, (i) all references to the Credit Agreement or the Other Documents shall be deemed to refer to the Original Credit Agreement, as amended and restated hereby, (ii) all references to any section (or subsection) of the Original Credit Agreement or the Other Documents shall be amended to become, mutatis mutandis, references to the corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on or after the Closing Date, all references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be references to the Original Credit Agreement as amended and restated hereby. The parties hereto acknowledge and agree that this amendment and restatement is limited as written and is not a consent to any other amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any Other Document, all terms and conditions of this Agreement and the Other Documents remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Dateunless otherwise specifically amended hereby or by any Other Documents.
Appears in 1 contract
Amendment and Restatement. On This Agreement is an amendment and restatement of the Closing Original Credit Agreement, it being acknowledged and agreed that as of the Amendment and Restatement Effective Date all obligations outstanding under or in connection with the Original Credit Agreement and any of the other Loan Documents (such obligations, collectively, the “Existing Obligations”) constitute obligations under this Agreement. This Agreement is in no way intended to constitute a novation of the Original Credit Agreement or the Existing Obligations. With respect to (i) any date or time period occurring and ending prior to the Amendment and Restatement Effective Date, this Agreement shall amend and restate and supersede the Existing Original Credit Agreement and the other Loan Documents shall govern the respective rights and obligations of any party or parties hereto also party thereto and shall for such purposes remain in its entirety. On full force and effect; and (ii) any date or time period occurring or ending on or after the Closing Amendment and Restatement Effective Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement hereto shall be evidenced governed by this Agreement (including, without limitation, the exhibits and schedules hereto) and the other Loan Documents. From and after the Amendment and Restatement Effective Date, any reference to the Original Credit Agreement in any of the other Loan Documents executed or issued by and/or delivered to any one or more parties hereto pursuant to or in connection therewith shall be deemed to be a reference to this Agreement, and the provisions of this Agreement shall prevail in the event of any conflict or inconsistency between such provisions and those of the Original Credit Agreement. [Signature Pages Intentionally Omitted] EXHIBIT B COMMITMENT SCHEDULE Lender Commitments Citibank, N.A. $ 75,000,000 PNC Bank, National Association $ 75,000,000 TD Bank, N.A. $ 75,000,000 HSBC Bank USA, National Association $ 75,000,000 JPMorgan Chase Bank, N.A. $ 50,000,000 Bank of America, N.A. $ 50,000,000 Total $ 400,000,000 EXHIBIT C (See attached.) EXHIBIT A ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Credit Agreement identified below (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Amended and Restated Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in effect on accordance with the Closing Date. All principalStandard Terms and Conditions and the Amended and Restated Credit Agreement, interest, fees and expenses, if any, owing or accruing under or in respect as of the Existing Credit Agreement for periods prior to the Closing Effective Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered inserted by such Loan Party in favor of the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Amended and Restated Credit Agreement and any other documents or the Collateral Agent, as applicable, instruments delivered pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant thereto to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect extent related to the Transactions (x) continue outstanding under this Agreement amount and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution percentage interest identified below of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation all of such Obligations or any of the other rights, duties outstanding rights and obligations of the parties hereunderAssignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the terms “Obligations” Assignor (in its capacity as such term is used a Lender) against any Person, whether known or unknown, arising under or in connection with the Loan Documents shall include the Obligations as amended Amended and restated under this Restated Credit Agreement, and (y) are secured any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all security interests, pledges, assignments other claims at law or in equity related to the rights and other Liens obligations sold and Guarantees previously granted by any Loan Party assigned pursuant to clause (i) above (the Loan Documents executed rights and delivered in connection with obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the Existing Credit Agreement are hereby reaffirmed“Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless except as expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined provided in this Agreement) on Assignment and after Assumption, without representation or warranty by the Closing DateAssignor.
Appears in 1 contract
Samples: Assignment and Assumption (ExlService Holdings, Inc.)
Amendment and Restatement. On the Closing Date, The parties hereto agree that: (a) this Agreement shall amend is intended to, and restate does hereby, restate, renew, extend, amend, modify, supersede and supersede replace the Existing Credit Agreement in its entirety. On ; (b) the Closing DateObligations (as defined in this Agreement) represent, among other things, the rights restatement, renewal, amendment, extension and obligations modification of the parties evidenced by “Obligations” (as defined in the Existing Credit Agreement); (c) the Notes, if any, executed pursuant to the Existing Credit Agreement shall continue to evidence the Obligations (as defined in this Agreement); (d) the entering into and performance of their respective obligations under the Loan Documents and the transactions evidenced hereby do not constitute a novation nor shall they be evidenced deemed to have terminated, extinguished or discharged the indebtedness under the Existing Credit Agreement, all of which indebtedness shall continue under and be governed by this Agreement and the other Loan Documents as amendedDocuments, restated, amended (e) the liens and restated, supplemented security interests created by or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of pursuant to the Existing Credit Agreement (including each of the “Collateral Documents” as defined in the Existing Credit Agreement) are ratified and confirmed as security for periods prior the Obligations, without novation, discharge or interruption, except as expressly provided otherwise herein or in any other Loan Document; and (f) all references to the Existing Credit Agreement contained in any Loan Document shall mean such agreement, as amended and restated hereby. On the Closing Date shall be calculated and paid on the Closing Date. Upon date of any refinancing hereof, the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit AgreementLenders” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by that are not Lenders hereunder or any Lender hereunder that will no longer be a Lender immediately after giving effect to such Loan Party refinancing, as applicable (in favor each case, the “Non-Continuing Lenders”), the Administrative Agent, on behalf of the Administrative Agent Lenders party hereto or party to such refinancing, and the Collateral AgentBorrower shall enter into an assignment agreement pursuant to which the Lenders and Non-Continuing Lenders shall make such assignments and assumptions so that, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior after giving effect thereto and to or on the Closing Date, shall remain in full force and effect any Loans made on the Closing Date or in connection with such refinancing, the Total Outstandings under this Agreement or under such refinancing are held by the Lenders in accordance with its terms, in their respective Applicable Percentages; and each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant Lender by execution hereof authorizes the Administrative Agent to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation execute any such assignment agreement on behalf of such Obligations or any of the other rights, duties Lenders and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing DateNon-Continuing Lenders.
Appears in 1 contract
Amendment and Restatement. On Effective immediately upon the Closing Conversion Date, this Agreement shall amend the terms and restate and supersede conditions of the Existing Credit Agreement in its entiretyshall be amended and restated as set forth herein and the Existing Credit Agreement shall be superseded by this Agreement. On the Closing Conversion Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified the grant of security interests and Liens in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing Collateral under or in respect of the Existing Credit Agreement for periods prior to and the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the other “Loan Documents to “the Credit AgreementDocuments” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) by the Borrowers and all the Guarantors party thereto shall continue under this Agreement and the other instruments Loan Documents, and documents executed and delivered by such Loan Party shall not in favor of the Administrative Agent any event be terminated, extinguished or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior annulled but shall hereafter continue to or on the Closing Date, shall remain be in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of be governed by this Agreement and the other Loan Documents. All Obligations (as defined in the Existing Credit Documents Agreement) under the Existing Credit Agreement and the other “Loan Documents” (bas defined in the Existing Credit Agreement) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and shall continue to be outstanding except as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under expressly modified by this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied governed in all respects by the execution of this Agreement, and this Agreement shall and the other Loan Documents, it being agreed and understood that this Agreement does not constitute a refinancingnovation, substitution satisfaction, payment or novation reborrowing of such Obligations any Obligation (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any of the other rights, duties and obligations of the parties hereunder, and the terms “ObligationsLoan Document” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated nor does it operate as a waiver of any right, power or discharged on remedy of any Lender under any “Loan Document” (as defined in the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant Existing Credit Agreement). All references to the terms of Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the other Loan Documentsprovisions hereof. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.231
Appears in 1 contract
Amendment and Restatement. On This Agreement amends and restates the Closing provisions of the Prior Agreement and, as of the Effective Date, this except as expressly modified herein: (a) all of the terms and provisions of the Prior Agreement shall amend and restate and supersede continue to apply for the Existing Credit Agreement in its entirety. On period prior to the Closing Effective Date, including any determinations of payment dates, interest rates, Events of Default or any amount that may be payable, and (b) the rights Obligations (as defined in the Prior Agreement) under the Prior Agreement shall continue to be paid or prepaid in accordance with the Prior Agreement on or prior to the Effective Date, and obligations of the parties evidenced be secured by the Existing Credit Collateral, and shall, from and after the Effective Date, continue to be owing, shall constitute Obligations hereunder and shall be subject to the terms of this Agreement. All references in the Financing Agreements to the Prior Agreement shall be evidenced by deemed to include references to this Agreement and the other Loan Documents Agreement, as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, and in effect on such Financing Agreements are hereby amended to reflect such changed reference. Each Lender hereunder that was a party to the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Prior Agreement for periods immediately prior to the Closing Effective Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document its “Commitment” (as defined in the Existing Credit Prior Agreement) shall be terminated upon the Effective Date and all other instruments and documents executed and delivered by shall be replaced with the Commitment assigned to such Loan Party Lender under Schedule I hereto as in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date Effective Date. On the Effective Date, the Revolving Loans then outstanding shall be allocated to each such Lender in accordance with its termsPro Rata Share. To the extent Eurodollar Rate Loans (outstanding under the Prior Agreement) are prepaid on the Effective Date, in each case Lender agrees that it will not require indemnification for prepayment of such Eurodollar Rate Loans under Section 3.3(d) of the Prior Agreement or this Agreement. Each remaining Eurodollar Rate Loan under the Prior Agreement shall rollover and continue as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of a Eurodollar Rate Loan under this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, Interest Period designated for such Eurodollar Rate Loan under the Obligations that remain unpaid and outstanding as of the date of this Prior Agreement after giving effect to the Transactions (x) shall continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by until its original date for termination as determined under the execution of this Prior Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.
Appears in 1 contract
Samples: Loan and Security Agreement (Delco Remy International Inc)
Amendment and Restatement. On The Borrower, the Closing DateAgents, the Issuing -------------------------- Banks, the Arranger and the Lenders hereby agree that upon the effectiveness of this Agreement shall amend Agreement, the terms and restate and supersede provisions of the Existing Original Credit Agreement which in its entirety. On any manner govern or evidence the Closing DateObligations, the rights and obligations interests of the parties evidenced Lenders and any terms, conditions or matters related to any thereof, shall be and hereby are amended and restated in their entirety by the Existing terms and provisions of this Agreement and the terms and conditions of the Original Credit Agreement shall be evidenced superseded by this Agreement, except as expressly provided herein. ================================================================================ Notwithstanding the amendment and restatement of Original Credit Agreement and certain of the related "Loan Documents" as defined in the Original Credit Agreement (the "Prior Loan Documents") by this Agreement and the other Loan Documents as amendedherein defined, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect all of the Existing indebtedness, liabilities and obligations owing by the Borrower under the Original Credit Agreement for periods prior (other than Reimbursement Obligations (as defined in the Original Credit Agreement) with respect to the Closing Date Citibank Letters of Credit) shall continue as Obligations hereunder and shall be calculated and paid on remain secured by the Closing DateCollateral Documents for the benefit of the Agents and the Lenders. This Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under the Original Credit Agreement and is not intended to constitute a novation thereof or of any of the other Prior Loan Documents. Upon the effectiveness of this Agreement, each reference in all Loans owing by the Loan Documents to “Borrower and Letters of Credit outstanding under the Original Credit Agreement” or words Agreement (other than the Citibank Letters of similar effect Credit) shall mean this Agreement. Each Loan Party (a) acknowledges continue as Loans and agrees that each Loan Document (as defined in the Existing Letters of Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its termshereunder, in each case as amendedaccruing interest, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date hereof, at the Base Rate hereunder. The Borrower, the Agents, the Issuing Banks, the Arranger and the Lenders hereby acknowledge the assignment to Bank of this Agreement after giving effect America of all Loans and Commitments by the other lenders party to the Transactions (x) continue outstanding under this Original Credit Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by substantially simultaneously with the execution effectiveness of this Agreement. The Borrower, and this Agreement shall not constitute a refinancingthe Agents, substitution or novation of such Obligations or any of the other rightsIssuing Banks, duties and obligations of the parties hereunder, Arranger and the terms “Obligations” as such term is used in Lenders hereby agree that the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant assignment by Bank of America to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.Lenders party hereto of
Appears in 1 contract
Amendment and Restatement. On Upon satisfaction with each of the Closing Dateconditions set forth in Section 4.3 (except any condition the performance of which has been waived as a condition to the initial Loan or initial issuance of a Letter of Credit pursuant to this Agreement), this Agreement shall be deemed to amend and restate and supersede in its entirety the Existing Credit Agreement in its entirety. On Agreement, at which time (the Closing Date, "Effective Time") each Lender and each Restricted Person hereby agrees that (i) the rights and obligations Percentage Share of the parties evidenced by the Existing Credit Agreement each Lender shall be evidenced by this Agreement and as set forth in the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior definition to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in (ii) the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in loans outstanding under the Existing Credit Agreement) Agreement and all other instruments accrued and documents executed unpaid interest thereon, all letters of credit issued and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant outstanding under the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and reimbursement obligations with respect thereto, and all accrued and unpaid fees and expenses under the other Credit Documents and Existing Agreement (bthe "Outstanding Obligations") ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied outstanding under and governed by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (yiii) are secured pursuant any "Lender" under the Existing Agreement that is not a signatory hereto as a Lender under this Agreement, shall continue to be a Lender, subject to the Collateral Documents (rights, remedies and obligations of a "Lender" in this Agreement, and in no event shall be deemed to have waived or released any of its rights or remedies, nor released from its obligations under the Existing Agreement, all of which such rights, remedies and obligations shall continue pursuant to, and as defined may be amended or restated pursuant to, the terms hereof; provided, until such time as all "Lenders" under the Existing Agreement execute and deliver this Agreement, any term or provision of the Existing Agreement stated herein to be amended hereby that would, under the terms of the Existing Agreement, require each "Lender" under the Existing Agreement to consent to such amendment shall not be so amended, and such term or provision as set forth in the Existing Credit Agreement shall be deemed to be incorporated herein verbatim and with respect to such term or provisions, shall be the operative provision of this Agreement), unless terminated until such time as all "Lenders" under the Existing Agreement shall have executed and delivered this Agreement, at which time such amended terms or discharged on provisions as set forth herein shall thereafter govern; provided, further, however, for the Closing Dateavoidance of doubt, in each case as amended, restated, amended all other terms and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms provisions of this Agreement and the other Loan Documents. Without limiting the generality shall be effective upon satisfaction of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered conditions set forth in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing DateSection 4.3. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
Appears in 1 contract
Amendment and Restatement. On The parties hereto agree that upon (i) the Closing Date, execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 5.01, the terms and conditions of the Previous Agreement shall amend be and restate hereby are amended, superseded, and supersede restated in their entirety by the Existing Credit terms and provisions of this Agreement. This Agreement in its entiretyis not intended to and shall not constitute a novation of the Previous Agreement or the Indebtedness incurred thereunder. On With respect to any date or time period occurring and ending prior to the Closing Date, the rights and obligations of the parties evidenced by to the Existing Credit Previous Agreement shall be evidenced governed by the Previous Agreement and the Loan Documents (as defined therein), and with respect to any date or time period occurring and ending on or after the Closing Date, the rights and obligations of the parties hereto shall be governed by this Agreement and the other Loan Documents (as amended, restated, amended defined herein). The Lenders hereby agree that the Administrative Agent shall have full power and restated, supplemented or otherwise modified authority to allocate the Domestic Commitments and Multicurrency Commitments of the Lenders as in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods immediately prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreementsuch that, each reference in the Loan Documents immediately after giving effect to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or allocations on the Closing Date, each Lender shall remain in full force and effect on hold the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement “Domestic Commitment” and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect “Multicurrency Commitment” set forth next to the Transactions (x) continue outstanding under this Agreement and shall not be deemed its name on Schedule 1.01.1. The Lenders further agree to be paid, released, discharged or otherwise satisfied by the execution of this Agreementmake all assignments and/or transfers, and this Agreement shall not constitute a refinancinghereby consent to any such assignments and transfers, substitution or novation which may be necessary (including, without limitation, assignments of such Obligations or any of funded obligations) to effect the other rights, duties and obligations of the parties hereunder, and the terms “Obligations” as such term is used allocations described in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documentspreceding sentence. Without limiting the generality of the foregoing, all security interests, pledges, assignments each Departing Lender’s “Commitment” under the Previous Agreement shall be terminated and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, Departing Lender shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Datenot be a Lender hereunder.
Appears in 1 contract
Amendment and Restatement. On Effective immediately upon the Closing Date, this Agreement shall amend the terms and restate and supersede conditions of the Existing Credit Agreement in its entiretyshall be amended and restated as set forth herein and the Existing Credit Agreement shall be superseded by this Agreement. On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified the grant of security interests and Liens in effect on the Closing Date. All principal, interest, fees Collateral by the Borrowers and expenses, if any, owing or accruing the Guarantors under or in respect of the Existing Credit Agreement for periods prior to and the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the other “Loan Documents to “the Credit AgreementDocuments” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) shall continue under this Agreement and all the other instruments Loan Documents, and documents executed shall not in any event be terminated, extinguished or annulled (except for those certain security interests and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior liens released simultaneously herewith) but shall hereafter continue to or on the Closing Date, shall remain be in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of be governed by this Agreement and the other Loan Documents. All Obligations (as defined in the Existing Credit Documents Agreement) under the Existing Credit Agreement and the other “Loan Documents” (bas defined in the Existing Credit Agreement) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and shall continue to be outstanding except as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under expressly modified by this Agreement and 165 shall not be deemed to be paid, released, discharged or otherwise satisfied governed in all respects by the execution of this Agreement, and this Agreement shall and the other Loan Documents, it being agreed and understood that this Agreement does not constitute a refinancingnovation, substitution satisfaction, payment or novation reborrowing of such Obligations any Obligation (as defined in the Existing Credit Agreement) under the Existing Credit Agreement or any of the other rights, duties and obligations of the parties hereunder, and the terms “ObligationsLoan Document” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated nor does it operate as a waiver of any right, power or discharged on remedy of the Closing Date, Agent or any Lender under any “Loan Document” (as defined in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant the Existing Credit Agreement). All references to the terms of Existing Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Dateprovisions hereof.
Appears in 1 contract
Samples: Credit Agreement (Clean Harbors Inc)
Amendment and Restatement. On It is the Closing Date, intention of the parties hereto that this Agreement shall amend supersedes and restate and supersede replaces the Existing Credit Agreement in its entirety. On ; provided, that, (a) such amendment and restatement shall operate to renew, amend, modify and extend all of the Closing Daterights, the rights duties, liabilities and obligations of the parties evidenced by Borrower under the Existing Credit Agreement shall be evidenced by this Agreement Agreement, which rights, duties, liabilities and the other Loan Documents as obligations are hereby renewed, amended, restated, amended and restated, supplemented or otherwise modified and in effect on extended, and shall not act as a novation thereof, and (b) the Closing Date. All principal, interest, fees Liens securing the Indebtedness under and expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) Agreement and all other instruments the rights, duties, liabilities and documents executed and delivered by such Loan Party in favor obligations of the Administrative Agent or Borrower and the Collateral AgentGuarantors under the Existing Credit Agreement and the Existing Loan Documents shall not be extinguished but shall be carried forward and shall secure such obligations and liabilities as amended, as applicablerenewed, pursuant extended and restated hereby. The parties hereto ratify and confirm each of the Existing Loan Documents entered into prior to the Effective Date (but excluding the Existing Credit Agreement) and agree that such Existing Loan Documents continue to be legal, unless terminated or discharged prior to or on the Closing Datevalid, shall remain in full force binding and effect on the Closing Date enforceable in accordance with its terms, in each case as their terms (except to the extent amended, restatedrestated and superseded in connection with the transactions contemplated hereby), amended however, for all matters arising prior to the Effective Date (including the accrual and restatedpayment of interest and fees, supplemented or otherwise modified and/or reaffirmed pursuant and matters relating to indemnification and compliance with financial covenants), the terms of the Existing Credit Agreement (as unmodified by this Agreement Agreement) shall control and the other Credit Documents are hereby ratified and (b) ratifies, reaffirms confirmed. The Borrower represents and confirms warrants that, the Obligations that remain unpaid and outstanding as of the date Effective Date, there are no claims or offsets against, or defenses or counterclaims to, their obligations (or the obligations of this any Guarantor) under the Existing Credit Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations Existing Loan Documents. The parties hereto have caused this Agreement to be duly executed as of the parties hereunderday and year first above written. BORROWER: ATLAS ENERGY, L.P. By: Atlas Energy GP, LLC, its general partner By: /s/ Xxxx XxXxxxx Xxxx XxXxxxx Chief Financial Officer [SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT – ATLAS ENERGY, L.P.] XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as Administrative Agent By: /s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx, Managing Director [SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT – ATLAS ENERGY, L.P.] DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender By: Name: Title: By: Name: Title: CITIBANK, N.A., as a Lender By: Name: Title: BANK OF AMERICA, N.A., as a Lender By: Name: Title: JPMORGAN CHASE BANK, N.A., as a Lender By: Name: Title: ROYAL BANK OF CANADA, as a Lender By: Name: Title: SUNTRUST BANK, as a Lender By: Name: Title: ABN AMRO CAPITAL USA LLC, as a Lender By: Name: Title: By: Name: Title: ANNEX I LIST OF COMMITMENTS Name of Lender Applicable Percentage Commitment Xxxxx Fargo Bank, National Association 20.00 % $ 10,000,000.00 Deutsche Bank AG New York Branch 20.00 % $ 10,000,000.00 Citibank, N.A. 10.00 % $ 5,000,000.00 Bank of America, N.A. 10.00 % $ 5,000,000.00 JPMorgan Chase Bank, N.A. 10.00 % $ 5,000,000.00 Royal Bank of Canada 10.00 % $ 5,000,000.00 SunTrust Bank 10.00 % $ 5,000,000.00 ABN AMRO Capital USA LLC 10.00 % $ 5,000,000.00 Total 100.00 % $ 50,000,000.00 ANNEX II EXISTING LETTERS OF CREDIT None. Annex II-1 EXHIBIT A FORM OF NOTE $[ ] [ ], 201[ ] FOR VALUE RECEIVED, Atlas Energy, L.P., a Delaware limited partnership (the “Borrower”), hereby promises to pay to the order of [ ] (the “Lender”), at the office of Xxxxx Fargo Bank, National Association (the “Administrative Agent”), at 0000 Xxxx Xxxxxx, Suite 4500, T9216-451, Dallas, Texas 75202, Attention: Xxxxx X. Xxxxx, the principal sum of [ ] Dollars ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement (as hereinafter defined)), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate and, if applicable, Interest Period of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect the Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by the Lender of this Note. This Note is one of the Notes referred to in the Amended and Restated Credit Agreement, dated as of July 31, 2013, among the Borrower, the Administrative Agent, and the other lenders from time to time party thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”). Unless otherwise defined herein, capitalized terms “Obligations” as such term is used in this Note have the Loan Documents shall include respective meanings assigned to them in the Obligations as amended and restated under this Credit Agreement, and (y) are secured . This Note is issued pursuant to the Collateral Documents (as defined Credit Agreement and is entitled to the benefits provided for in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Loan Documents. Without limiting The Credit Agreement provides for the generality acceleration of the foregoingmaturity of this Note upon the occurrence of certain events, all security interests, pledges, assignments for prepayments of Loans upon the terms and conditions specified therein and other Liens and Guarantees previously granted by any Loan Party provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. ATLAS ENERGY, L.P. By: Atlas Energy GP, LLC, its general partner By: Name: Title: EXHIBIT B FORM OF BORROWING REQUEST [ ], 201[ ] Atlas Energy, L.P., a Delaware limited partnership (the “Borrower”), pursuant to Section 2.03 of the Loan Documents executed Amended and delivered in connection with the Existing Restated Credit Agreement are hereby reaffirmeddated as of July 31, ratified2013 (together with all amendments, renewed and continuedrestatements, supplements or other modifications thereto, the “Credit Agreement”), among the Borrower, Xxxxx Fargo Bank, National Association, as Administrative Agent, and all such security intereststhe other lenders (the “Lenders”) from time to time party thereto (unless otherwise defined herein, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as capitalized term used herein is defined in this the Credit Agreement) on and after the Closing Date.), hereby requests a Borrowing as follows:
Appears in 1 contract
Amendment and Restatement. On the Closing Date, this This Agreement shall amend amends and restate and supersede restates the Existing Credit Collateral Agreement in its entirety. On entirety and, upon the Closing Datedate hereof, the rights terms and obligations provisions of the parties evidenced by the Existing Credit Collateral Agreement shall be evidenced by this Agreement superseded hereby. Upon the date hereof: (i) all terms and the other Loan Documents as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect conditions of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated Collateral Agreement, as amended and paid on the Closing Date. Upon the effectiveness of restated by this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges be and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of the Administrative Agent or the Collateral Agent, as applicable, pursuant the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on effect, as so amended, and shall constitute the Closing Date legal, valid, binding and enforceable obligations of the Granting Parties; (ii) the terms and conditions of the Existing Collateral Agreement shall be amended as set forth herein and, as so amended and restated, shall be restated in accordance their entirety, but shall be amended only with its termsrespect to the rights, duties and obligations among the Granting Parties accruing from and after the date hereof; (iii) this Agreement shall not in any way release or impair the rights, duties, Obligations, Liens or security interests created pursuant to the Existing Collateral Agreement or affect the relative priorities thereof, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement extent in force and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding effect thereunder as of the date hereof, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement such rights, duties, Obligations and shall not be deemed to be paidLiens are assumed, released, discharged or otherwise satisfied ratified and affirmed by the execution of this Agreement, and Granting Parties; (iv) this Agreement shall not constitute a refinancing, substitution or novation of such any Granting Parties’ Obligations or any of the other rights, duties and obligations of the parties hereunder; (v) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of Agent or any other Secured Party under the terms “Obligations” as Existing Collateral Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Collateral Agreement, except to the extent that any such term covenant, agreement or obligation is used no longer set forth herein or is modified hereby; (vi) any and all references in the Loan Documents shall include to the Obligations Existing Collateral Agreement shall, without further action of the parties, be deemed a reference to the Existing Collateral Agreement, as amended and restated under by this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as this Agreement shall be further amended, restated, amended and restatedmodified, supplemented or otherwise modified and/or reaffirmed pursuant amended and restated from time to time hereafter in accordance with the terms of this Agreement Agreement; and the other Loan Documents. Without limiting the generality (vii) each Granting Party represents and warrants that, as of the foregoingdate hereof, all security intereststhere are no claims or offsets against, pledgesor defenses or counterclaims to, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with its obligations under the Existing Credit Collateral Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Date.9.19
Appears in 1 contract
Amendment and Restatement. (a) On the Closing Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety. On the Closing Date, the rights and obligations of the parties evidenced by Effective Date the Existing Credit Agreement shall be evidenced amended, restated and superseded in its entirety by this Agreement and the Floor Plan Credit Agreement collectively (the “ALTA Credit Agreements”). The parties hereto acknowledge and agree that (i) this Agreement, any promissory notes delivered pursuant hereto and the other Loan Documents as amended, restated, amended executed and restated, supplemented delivered in connection herewith do not constitute a novation or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing or accruing under or in respect termination of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness of this Agreement, each reference in the Loan Documents to “the Credit AgreementObligations” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) and all other instruments and documents executed and delivered by such Loan Party in favor of (the Administrative Agent or the Collateral Agent, as applicable, pursuant “Existing Obligations”) under the Existing Credit Agreement, unless terminated or discharged prior to or on the Closing Date, shall remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “ObligationsLoan Documents” as such term is used in the Loan Documents shall include the Obligations as amended and restated under this Agreement, and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement)) as in effect prior to the Effective Date and (x) the Obligations hereunder pertaining to any Floor Plan Loans or the floor plan facility in general and (y) the Floor Plan Obligations under the Floor Plan Credit Agreement pertaining to any Revolving Loans (as such term is defined in the Floor Plan Credit Agreement) or the revolving loan facility in general are collectively issued in exchange and replacement for such Existing Obligations and (ii) such Existing Obligations are in all respects continuing and (x) to the extent relating to any Floor Plan Loans or the floor plan facility in general and (y) to the extent relating to any Revolving Loans or the revolving facility in general shall collectively constitute Obligations or Floor Plan Obligations, unless terminated or discharged on as applicable, under the Closing DateALTA Credit Agreements with only the terms thereof being modified as provided in the applicable ALTA Credit Agreement. Notwithstanding anything herein to the contrary, in each case no event shall the Liens securing the Existing Agreement or the obligations thereunder be deemed affected hereby or by the Floor Plan Credit Agreement, as amendedapplicable, restated, amended it being the intent and restated, supplemented or otherwise modified and/or reaffirmed pursuant to agreement of the terms of this Agreement Loan Parties and the other Floor Plan Loan Documents. Without limiting the generality of the foregoingParties that, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to except as otherwise provided in the Loan Documents executed and delivered the Floor Plan Loan Documents, as applicable, the Liens on the collateral granted to secure the obligations of the existing loan parties in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and the other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations “Loan Documents” (as defined in this the Existing Agreement) on ), shall not be extinguished and after shall remain valid, binding and enforceable securing the Closing Date.obligations under the Existing Agreement as amended and restated hereby and as amended and restated by the Floor Plan Credit Agreement collectively, and each other Loan Document, Floor Plan Loan Document and agreement evidencing all of any part of any Secured Obligations or any Floor Plan Obligations, as applicable. 123
Appears in 1 contract
Amendment and Restatement. On the Closing Date, this This Agreement shall amend amends and restate and supersede restates in its entirety the Existing Credit Agreement in its entirety. On Agreement, and the Closing Date, the rights and obligations provisions of the parties evidenced by the Existing Credit Agreement shall be evidenced superseded by the provisions hereof. The execution, delivery and effectiveness of this Agreement and the other Loan Documents executed in connection herewith shall not (a) extinguish the indebtedness outstanding in connection with the Existing Credit Agreement, (b) constitute a novation with respect to such indebtedness, or (c) operate as amendeda waiver of any right, restated, amended and restated, supplemented power or otherwise modified and in effect on the Closing Date. All principal, interest, fees and expenses, if any, owing remedy of Administrative Agent or accruing any Lender under or in respect of the Existing Credit Agreement for periods prior to the Closing Date shall be calculated and paid on the Closing Date. Upon the effectiveness or any of this Agreement, each reference in the Loan Documents to “the Credit Agreement” or words of similar effect shall mean this Agreement. Each Loan Party (a) acknowledges and agrees that each Loan Document (as defined in the Existing Credit Agreement) (as amended, restated, supplemented, or otherwise modified from time to time on or prior to the Effective Date, the “Existing Loan Documents”). Borrower, Administrative Agent, and all other instruments the Lenders ratify and documents executed and delivered by such Loan Party in favor confirm each of the Administrative Agent or the Collateral Agent, as applicable, pursuant Existing Loan Documents and agree that the Existing Credit AgreementLoan Documents (except as amended and restated hereby) continue to be legal, unless terminated valid, binding, and enforceable in accordance with their respective terms. To the extent Borrower granted Liens on or discharged prior security interests in any of its properties pursuant to or on any of the Closing DateExisting Loan Documents as security for the Obligations, shall Borrower hereby ratifies and reaffirms such grant of security and confirms and agrees that such Liens and security interests secure all of the Obligations and remain in full force and effect on the Closing Date in accordance with its terms, in each case as amended, restated, amended and restated, supplemented or otherwise modified and/or reaffirmed pursuant to the terms of this Agreement and the other Credit Documents and (b) ratifies, reaffirms and confirms that, the Obligations that remain unpaid and outstanding as of the date of this Agreement after giving effect to the Transactions (x) continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement. However, for all matters arising prior to the Effective Date (including the accrual and payment of interest and fees, and matters relating to indemnification and compliance with financial covenants), the terms of the Existing Credit Agreement (as unmodified by this Agreement) shall control and are hereby ratified and confirmed. Borrower represents and warrants that as of the Effective Date, to the best of its knowledge, there are no claims or offsets against or rights of recoupment with respect to or defenses or counterclaims to its obligations under the Existing Credit Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations Existing Loan Documents. Each of the parties hereunder, and the terms “Obligations” as such term is used Existing Loan Documents are hereby amended so that any reference in the Existing Loan Documents to the Existing Credit Agreement shall include mean a reference to the Obligations Existing Credit Agreement as amended and restated under this Agreement, hereby and (y) are secured pursuant to the Collateral Documents (as defined in the Existing Credit Agreement), unless terminated or discharged on the Closing Date, in each case as further amended, restated, amended and restatedsupplemented, supplemented or otherwise modified and/or reaffirmed pursuant from time to the terms of this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, all security interests, pledges, assignments and other Liens and Guarantees previously granted by any Loan Party pursuant to the Loan Documents executed and delivered in connection with the Existing Credit Agreement are hereby reaffirmed, ratified, renewed and continued, and all such security interests, pledges, assignments and other Liens and Guarantees, in each case, unless expressly terminated, superseded or discharged on and after the Closing Date, shall remain in full force and effect as security for the Obligations (as defined in this Agreement) on and after the Closing Datetime.
Appears in 1 contract
Samples: Credit Agreement (Wayne Farms, Inc.)
