Documentation Principles. To be drafted by Xxxxxxxx & Xxxxx LLP, counsel to the Participating Holders, provided that the Senior Lien ICA shall be drafted by counsel to the First Lien Agent. The definitive documentation for the Second Lien Notes shall be based upon the documentation for the Credit Facility as in effect on the date hereof (including, without limitation, affirmative covenants and negative covenants (other than financial maintenance covenants and PDP coverage ratio maintenance covenants), events of default and definitions related to any of the foregoing) (it being agreed and understood that any PDP coverage ratio incurrence tests shall be based upon the documentation for the Credit Facility as in effect on the date hereof, but will be measured off of both first lien and second lien debt and shall be reduced proportionally to account for being measured off of such first lien and second lien debt) with such changes as the Participating Holders shall reasonably agree and will take into account this Term Sheet, differences to reflect the changed capital structure of the Issuer and its subsidiaries, the second lien nature of the Second Lien Notes and the capital markets nature of the financing giving due regard to the Indentures (it being agreed and understood that to the extent the Credit Facility requires any provisions to be acceptable or approved by the First Lien Agent, the corresponding provisions in the definitive documentation for the Second Lien Notes shall require the acceptance or approval of the Holders holding a majority in principal amount of the Second Lien Notes). In addition, no covenants shall be more restrictive or onerous with respect to the Issuer and its subsidiaries than the covenants in the Credit Facility, other than to the extent to reflect the second lien nature of the Second Lien Notes (e.g., restrictions on junior debt shall refer to debt junior to the Second Lien Notes, rather than the Credit Facility) (it being agreed and understood that the Credit Facility will be amended to incorporate higher collateral thresholds and any other covenant in the Second Lien Notes that are more onerous or restrictive than the Credit Facility to the extent requested by the First Lien Agent and, in the event the First Lien Agent does not elect to incorporate such thresholds or covenants, such higher collateral thresholds and more onerous or restrictive covenants shall be permitted in the Second Lien Notes). This paragraph shall be referred to as the “Documentatio...
Documentation Principles. Consistent with that certain Term Loan Credit Agreement dated as of June 1, 2012 by and among the Parent, as the borrower, Bank of America (defined below), as the administrative agent, and the lenders and other parties from time to time party thereto (as amended through the date of the Commitment Letter to which this Exhibit A is attached, the “Existing Credit Agreement”), subject to adjustments to be mutually agreed to the extent reasonably necessary (a) to reflect the Administrative Agent’s current policies and procedures, including policies concerning market standards, and (b) as applicable, to give effect to the Merger and the capital structure and operations of the Borrower and its subsidiaries after giving effect to the Merger and the related transactions and financings anticipated to occur in connection therewith (collectively, the “Documentation Principles”).
Documentation Principles. The Credit Agreement and the other Loan Documents shall be customary for transactions of this type and substantially consistent with the Prepetition Credit Agreement and the other loan documents executed in connection therewith as modified (a) to reflect the consummation of the transactions to occur on or prior to the Closing Date, including the Loan Parties’ emergence from chapter 11 in accordance with the Plan of Reorganization and (b) to reflect this Term Sheet, and subject to the terms hereof and other adjustments as agreed to by the Administrative Agent and the Borrower. The Credit Agreement shall include appropriate market updates for syndicated credit facilities, including with respect to successor LIBOR provisions, FinCEN Beneficial Ownership provisions and QFC provisions. The foregoing provisions shall be referred to herein, collectively, as the “Documentation Principles”.
Documentation Principles. The Exit Facility is to be documented by a new first lien senior secured delayed draw term loan credit agreement and other guarantee, security and other relevant documentation reflecting the terms and provisions set forth in this Term Sheet, subject to changes to be mutually agreed upon between the Borrower and the Required Backstop Parties that give due regard to the operational and strategic requirements of the Borrower in light of its size, capital structure, industry, business, business practices and locations; provided, that (a) the Exit Facility shall contain terms and provisions that are consistent with other senior secured, first-out credit facilities with no other priming or “inside maturity” debt in the capital structure, and (b) “Material Adverse Effect” (or any similar term) shall include a COVID-19 carve out solely for purposes of a “Material Adverse Effect” condition precedent to closing the Exit Facility and a “Material Adverse Effect” condition precedent to funding any Term Loans (collectively, the “Documentation Principles”).
Documentation Principles. The Term Loan Documents shall, subject to the Agreed Security Principles, (a) contain those terms and conditions set forth in this Term Sheet and the Fee Letter and (b) otherwise contain terms and conditions that are usual and customary for similar first lien last out secured exit term loan facilities for offshore drilling companies or other global oilfield services company as of the Closing Date, subject to modifications, to be mutually agreed, to reflect (i) the terms and conditions set forth in the Plan Support Agreement and this Term Sheet, (ii) the internal policies of the Administrative Agent, and (iii) changes in regulatory considerations, market practice, law, and accounting standards (the foregoing, collectively, the “Documentation Principles”).
Documentation Principles. The definitive documentation relating to the Facilities (the “Credit Documentation”) will contain the terms and conditions set forth herein and, to the extent not provided for herein, will give due regard and take into account (a) the operational and strategic requirements of the Borrowers’ and their subsidiaries in light of their capitalization, size, business, industry and the Borrowers’ proposed business plan, (b) any changes in jurisdictions of organization for the Credit Parties, (c) any operational changes and changes in size resulting from asset sales completed on or before the Closing Date, (d) updates in law and market practice and changes in the financial and credit markets (including internal requirements of the Administrative Agent or the Lenders to document any of the foregoing) and other changes, in each case deemed appropriate by the Administrative Agent and the Lenders, and (e) administrative, agency and operational requirements of the Administrative Agent (collectively, the “Documentation Principles”).
Documentation Principles. The parties agree that the forms of the Intercreditor Agreement, Junior DIP Facility and Exit Facility as posted on the KCC website as of February 8, 2013 are reasonably satisfactory to the parties with the exception of changes the parties reasonably agree are necessary to give effect to the changes contemplated by this Amended and Restated Commitment Letter from the initial Commitment Letter (the “Documentation Principles”). EXHIBIT A
Documentation Principles. The Amendment and any other definitive financing documentation for the Incremental Facility (including, without limitation, supplements to the schedules to the security documents in respect of the Existing Credit Facility in order to effect the pledge of the equity interests of the Buyer shall be limited to the equity interests directly or indirectly owned by the Borrower or any of the Guarantors) (collectively, the “Financing Documentation”) shall amend the Existing Credit Agreement to (x) permit the consummation of the Acquisition and the other Transactions, (y) give effect to the Incremental Facility and (z) reflect those terms and conditions set forth in this Term Sheet and the commitment letter to which this Term Sheet is attached; provided that (a) other than with respect to the forgoing, the Incremental Facility shall be substantially identical to the Existing Credit Agreement that is in effect immediately prior to the consummation of the Transactions; (b) the Financing Documentation shall be negotiated in good faith within a reasonable period to be mutually determined by the Borrower and the Administrative Agent based on the expected Closing Date; (c) in all cases the Financing Documentation will be subject to the Certain Funds Provisions; and (d) the Financing Documentation shall give effect to other modifications to the Existing Credit Agreement as mutually agreed by the Borrower and the Administrative Agent (the foregoing, collectively, the “Documentation Principles”).
Documentation Principles. The definitive financing documentation for the Senior Credit Facility (collectively, the “Financing Documentation”) shall be substantially identical to the Existing Credit Agreement (and any security agreements and guaranty agreements relating thereto) with such modifications to (x) permit the consummation of the Acquisition and the other Transactions, (y) give effect to the Senior Credit Facility and (z) reflect those terms and conditions set forth in this Term Sheet and the commitment letter to which this Term Sheet is attached; provided that (a) other than with respect to the forgoing, the Senior Credit Facility shall be substantially identical to the Existing Credit Agreement that is in effect immediately prior to the consummation of the Transactions; (b) the Financing Documentation shall be negotiated in good faith within a reasonable period to be mutually determined by the Borrower and the Administrative Agent based on the expected Closing Date; (c) in all cases the Financing Documentation will be subject to the Certain Funds Provisions; and (d) the Financing Documentation shall give effect to other modifications to the Existing Credit Agreement as mutually agreed by the Borrower and the Administrative Agent (the foregoing, collectively, the “Documentation Principles”).
Documentation Principles. The New GTT Term Loan Facility Documents shall (i) be consistent with this term sheet and shall contain only those payments, conditions to borrowing, mandatory prepayments, representations, warranties, covenants and events of default expressly set forth in this term sheet (or annex thereto) applicable to the Borrower and its restricted subsidiaries, and be usual and customary for facilities of such kind and shall be based on (and give due regard to) the Existing Facility Documents, (ii) reflect the operational and strategic requirements of the Borrower and its subsidiaries giving effect to the sale of the Infrastructure Business, (iii) be subject to materiality qualifications and other exceptions that give effect to and/or permit the transactions contemplated by the Plan (and the payment of related fees and expenses) and (iv) be negotiated in good faith to finalize the New GTT Term Loan Facility Documents as promptly as reasonably practicable (collectively, the “Documentation Principles”). Standards, qualifications, thresholds, exceptions, “baskets” and grace and cure periods shall be consistent with the Documentation Principles; provided that, the definition of a “Material Adverse Effect” shall include a carve-out for the Chapter 11 proceedings and any effects directly resulting from COVID-19. Counsel for the Lenders shall initially draft the New GTT Term Loan Facility Documents consistent with the Documentation Principles. Representations and Warranties Substantially consistent with the representations and warranties in the Existing Facility Documents and drafted in a manner consistent with the Documentation Principles, and to be satisfactory to the Borrower and the Required Lenders (but with solvency to be tested as of the Plan Effective Date).
