Documentation Principles Sample Clauses
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Documentation Principles. To be drafted by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Participating Holders, provided that the Senior Lien ICA shall be drafted by counsel to the First Lien Agent. The definitive documentation for the Second Lien Notes shall be based upon the documentation for the Credit Facility as in effect on the date hereof (including, without limitation, affirmative covenants and negative covenants (other than financial maintenance covenants and PDP coverage ratio maintenance covenants), events of default and definitions related to any of the foregoing) (it being agreed and understood that any PDP coverage ratio incurrence tests shall be based upon the documentation for the Credit Facility as in effect on the date hereof, but will be measured off of both first lien and second lien debt and shall be reduced proportionally to account for being measured off of such first lien and second lien debt) with such changes as the Participating Holders shall reasonably agree and will take into account this Term Sheet, differences to reflect the changed capital structure of the Issuer and its subsidiaries, the second lien nature of the Second Lien Notes and the capital markets nature of the financing giving due regard to the Indentures (it being agreed and understood that to the extent the Credit Facility requires any provisions to be acceptable or approved by the First Lien Agent, the corresponding provisions in the definitive documentation for the Second Lien Notes shall require the acceptance or approval of the Holders holding a majority in principal amount of the Second Lien Notes). In addition, no covenants shall be more restrictive or onerous with respect to the Issuer and its subsidiaries than the covenants in the Credit Facility, other than to the extent to reflect the second lien nature of the Second Lien Notes (e.g., restrictions on junior debt shall refer to debt junior to the Second Lien Notes, rather than the Credit Facility) (it being agreed and understood that the Credit Facility will be amended to incorporate higher collateral thresholds and any other covenant in the Second Lien Notes that are more onerous or restrictive than the Credit Facility to the extent requested by the First Lien Agent and, in the event the First Lien Agent does not elect to incorporate such thresholds or covenants, such higher collateral thresholds and more onerous or restrictive covenants shall be permitted in the Second Lien Notes). This paragraph shall be referred to as the “Documentatio...
Documentation Principles. The Credit Documents shall, subject to the Agreed Security Principles, (a) contain those terms and conditions set forth in this Term Sheet and the Fee Letter and (b) otherwise contain terms and conditions that are usual and customary for similar first lien secured exit revolving credit facilities for offshore drilling companies or other global oilfield services company as of the Closing Date, subject to modifications, to be mutually agreed, to reflect (i) the terms and conditions set forth in the Plan Support Agreement and this Term Sheet, (ii) the internal policies of ▇▇▇▇▇ Fargo Bank, and (iii) changes in regulatory considerations, market practice, law, and accounting standards (the foregoing, collectively, the “Documentation Principles”).
Documentation Principles. The 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. 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 Bridge Facility shall be documented (this paragraph, the “Documentation Principles”) pursuant to and evidenced by Bridge Facility Documents (as defined in the RSA), each of which shall be consistent with this Bridge Facility Term Sheet and otherwise in form and substance acceptable to the Bridge Facility Loan Parties and the Required Bridge Facility Lenders.
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. General: The covenants applicable to the First-Out Notes shall be negotiated in good faith and shall not be materially inconsistent with (but may deviate, consistent with the high yield nature thereof, from) those set forth in the asset-based revolving credit agreement dated August 12, 2025, among the Issuer, as a U.S. borrower and borrower representative, Fossil Partners, L.P., as a U.S. borrower, certain subsidiaries of the Issuer from time to time party thereto, as borrowers, the other loan parties from time to time party thereto, the lenders from time to time party thereto, and ACF FINCO I LP, as administrative agent (the “ABL Credit Agreement”, and the obligations incurred pursuant thereto, the “ABL Obligations”), and shall include, without limitation, covenants with respect to: o restricted payments; o dividend and other payment restrictions affecting restricted subsidiaries; o the incurrence of indebtedness and the issuance of disqualified stock or preferred stock; o asset sales; o transactions with affiliates; o liens; o offers to repurchase upon a change of control; o guarantees; o after-acquired property; and o merger, consolidation or sale of assets. provided, that, notwithstanding the foregoing or anything else to the contrary, the covenants, thresholds and “baskets” set forth in the definitive documentation for the First-Out Notes (the indenture related thereto, the “First-Out Notes Indenture”) shall be consistent with the “First Out Notes Covenant Grid” attached hereto as Annex A to the extent set forth therein, it being understood that the First-Out Notes Covenant Grid is not an exclusive list of covenants, terms or provisions to be included in such First-Out Notes Indenture. For the avoidance of doubt, all of the Issuer’s subsidiaries shall be “restricted subsidiaries” and subject to the covenants, and the Issuer shall not be permitted to create or otherwise permit any “unrestricted” subsidiaries. • ABL Facility Basket: The First-Out Notes Indenture shall include a basket for the incurrence of indebtedness and the granting of liens in respect of the ABL Obligations in an aggregate principal amount not to exceed (a) the greater of (i) $180,000,000 and (ii) the Borrowing Base (with “Borrowing Base” equal to sum of (1) 90.0% of the face amount of all credit card receivable owned by the Issuer and the Subsidiaries as of the end of the most recent fiscal month preceding such date, (2) 90.0% of the face amount of all other accounts receivable own...
Documentation Principles. The definitive documentation with respect to the New Credit Facilities, including the new Credit and Guaranty Agreement (the “New Credit Agreement”), will, except as explicitly provided herein, contain only those mandatory prepayments, representations, warranties, affirmative and negative covenants and events of default, in each case, as contained in the Existing Credit Agreement, with changes and modifications (x) that reflect the terms of this term sheet or (y) to be negotiated in good faith in connection with and in light of the Restructuring and the passage of time and development of the business of Borrower and its Subsidiaries since the date of the Existing Credit Agreement.
Documentation Principles. The Term Facility will be documented in a facilities agreement (the Facilities Agreement) based on recent global sponsor precedent facilities agreement in the Asian leveraged finance market, amended to take into account the terms set out in this term sheet and having regard (acting reasonably and in good faith) to any deal specific issues relating to the Transaction, the operational and strategic requirements of the Sponsors and the Group in light of the proposed business plan. The first draft of the Facilities Agreement will be prepared by counsel for the Sponsors on that basis and shall take into account recent English law or Hong Kong law precedents for global private equity sponsors for similar transactions in the Asian leveraged finance market.
Documentation Principles. The Exit Credit Documents shall contain the terms set forth herein, and except to the extent otherwise set forth herein, be based generally on the DIP Credit Facility, and shall be (a) modified to give due regard to (i) changes in law and banking regulations, and (ii) any changes or modifications to correct mistakes or defects, (b) modified to make changes to the representations and warranties, affirmative covenants, and negative covenants as may be acceptable to Agent, the Lenders, and the Credit Parties and (c) modified to reflect customary LIBOR replacement language, AML provisions and other administrative procedures of Agent.