PRELIMINARY STATEMENTS Sample Clauses
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PRELIMINARY STATEMENTS. Pursuant to that certain Agreement and Plan of Merger, dated as of January 27, 2016 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Agreement”), by and among Nexstar Broadcasting Group, Inc., a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary of Nexstar Borrower (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media General”), the Nexstar Borrower will acquire (the “Acquisition”) Media General by causing Merger Sub to merge with and into Media General with Media General being the surviving corporation, on the terms and subject to the conditions set forth in the Merger Agreement. The Nexstar Borrower and the VIE Borrowers have requested the applicable lenders to extend credit to the applicable borrowers under various revolving credit facilities (including sub-facilities) and term facilities under a credit agreement with Nexstar Borrower and a credit agreement with each of the Borrower, the ▇▇▇▇▇▇▇▇ Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Nexstar Borrower, Nexstar Broadcasting Group, Inc., a Delaware corporation, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent, collateral agent, letter of credit issuer and swing line lender (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Nexstar Credit Agreement”), (ii) the loans and borrowings of the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Borrower, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Mission Credit Agreement”), (iii) the loans and borrowings of ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ Borrower, the lenders from time to time party thereto and Bank of America, N.A. as the administrative ag...
PRELIMINARY STATEMENTS. The Borrower has requested that (a) the Lenders extend credit to the Borrower in the form of $2,555.0 million of Closing Date USD Term Loans, €507.0 million of Closing Date Euro Term Loans and $500.0 million of Revolving Commitments on the Closing Date as first lien secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower will obtain $600.0 million in initial aggregate principal amount of second lien term loans (the “Second Lien Initial Term Loans”). The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Second Lien Initial Term Loans and cash on hand, will be used on the Closing Date to fund the Transactions. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks have indicated their willingness to issue Letters of Credit, in each case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
PRELIMINARY STATEMENTS. The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
PRELIMINARY STATEMENTS. Buyer, PDSI and ▇▇▇▇▇▇▇ are parties to that certain Receivables Sale Agreement, dated as of April 27, 2007 (as amended prior to the date hereof, the “Prior Sale Agreement”). Buyer, as seller, PDCo, as servicer, the Purchasers (as defined therein) from time to time party thereto, and Fifth Third Bank as agent for the Purchasers (in such capacity, together with any successors or assigns, the “Agent”), are entering into the Amended and Restated Contract Purchase Agreement dated as of the date hereof (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Purchase Agreement”). Each of the parties hereto now desires to amend and restate the Prior Sale Agreement in its entirety, subject to the terms and conditions hereof, to, among other things, conform the Prior Sale Agreement with the amendments contemplated by the Purchase Agreement, all as more particularly described herein. Each Originator now owns, and from time to time hereafter will own, Originated Receivables. Each Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from such Originator, all of such Originator’s right, title and interest in and to certain of such Originated Receivables, together with the Related Security and Collections with respect thereto. Each Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from such Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither of the Originators nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Following each purchase of Receivables from the Originators, Buyer will sell Receivables and the associated Related Security and Collections pursuant to the Purchase Agreement.
PRELIMINARY STATEMENTS. Certain terms which are capitalized and used throughout this Agreement (in addition to those defined above) are defined in Article I of this Agreement.
PRELIMINARY STATEMENTS. The Borrower has acquired, and will acquire from time to time, Receivables from the Originator(s) pursuant to the Purchase and Sale Agreement. The Borrower has requested that the Lenders make Loans from time to time to the Borrower, on the terms, and subject to the conditions set forth herein, secured by, among other things, the Receivables. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
PRELIMINARY STATEMENTS. The Borrower, the Guarantors, the Lenders and the Administrative Agent entered into a certain Amended and Restated Credit Agreement dated as of June 21, 2010, as amended (the “Credit Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.
PRELIMINARY STATEMENTS. On the Initial Closing Date, pursuant to the Equity Purchase Agreement, dated as of March 23, 2018, by and among Initial Borrower, ML Target, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, Apichat Treerojporn, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇, together, the sellers, the sellers’ representative and the other parties thereto (together with the exhibits and schedules thereto, as amended, restated, supplemented or otherwise modified from time to time, the “ML Acquisition Agreement”), Initial Borrower will purchase all of the shares owned by each seller (such purchase and the related transactions contemplated under the ML Acquisition Agreement, the “ML Acquisition”). After giving effect to the ML Acquisition and the other ML Transactions (as defined below), Initial Borrower will own ML Target directly or through one or more of its subsidiaries. Subject to the terms and conditions contained herein, Initial Borrower has requested that (a) the Term Lenders make term loans to Initial Borrower on the Initial Closing Date in an aggregate principal amount equal to $245,000,000, the proceeds of which will be used by Initial Borrower, together with the proceeds funded under the Second Lien Credit Agreement (as defined below) on the Initial Closing Date and proceeds of the Initial Closing Date Equity Contribution (i) to consummate the ML Acquisition, (ii) pay transaction fees and expenses related thereto and (iii) for general corporate purposes, and (b) the Revolving Credit Lenders make revolving loans to the Borrowers and, in the case of the L/C Issuers, issue Letters of Credit for the account of the Borrowers, pursuant to a revolving credit facility (with a subfacility for Letters of Credit) in an aggregate amount equal to $35,000,000 to be used on and after the Initial Closing Date for working capital, capital expenditures and for other general corporate purposes of the Borrowers and their respective Restricted Subsidiaries, including to finance acquisitions and Investments permitted hereby.
PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original...
PRELIMINARY STATEMENTS. The Borrower, the Guarantors, the Lenders and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of December 15, 2000 (the Amended and Restated Credit Agreement, as the same has been amended prior to the date hereof, being referred to herein as the "Credit Agreement"). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.