PRELIMINARY STATEMENTS Sample Clauses
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PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation and Distribution Agreement, dated as of September 22, 2016 (the “Transaction Agreement”), between the Borrower and Honeywell International Inc., a Delaware corporation (“Honeywell”). Pursuant to the Transaction Agreement, Honeywell shall undertake a series of transactions pursuant to which the assets and liabilities of the AdvanSix Business (as defined in the Transaction Agreement) and the equity interests of certain direct and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred to the Borrower or its Subsidiaries (the “Contribution”), and the equity interests of the Borrower shall be distributed to the shareholders of Honeywell (the “Distribution”), immediately after which, the Borrower shall constitute a separate company (collectively, the “Spin-Off”). Prior to the consummation of the Spin-Off, the Borrower will borrow certain amounts under the Facilities (as hereinafter defined) on the Closing Date on the terms and conditions provided herein. Following the initial funding of the Facilities on the Closing Date, the Borrower shall pay a dividend to Honeywell (the “Honeywell Dividend”). As of the First Amendment Effective Date, the transactions described in this paragraph have been consummated. Accordingly, the Borrower has requested, and the Lenders have agreed, to extend credit subject to the conditions set forth herein in the form of (a) Term A Loans (as hereinafter defined) in an aggregate principal amount of $270,000,000 to the Borrower as provided herein and (b) Revolving Credit Loans (as hereinafter defined) in an aggregate principal amount of up to $155,000,000 to the Borrower as provided herein and ending on the Maturity Date (as hereinafter defined) of which, at any time, not more than (i) $25,000,000 in aggregate principal, notional or stated amount may be in the form of L/C Credit Extensions (as hereinafter defined) provided by the L/C Issuers (as hereinafter defined), and (ii) $20,000,000 in aggregate principal amount may be in the form of Swing Line Loans (as hereinafter defined) provided by the Swing Line Lenders (as hereinafter defined). As of the First Amendment Effective Date, (a) the Term A Loans were paid in full and the Term A Facility terminated, and (b) the maximum aggregate principal amount of the Revolving Credit Facility has increased to $425,000,000, of which, at any time, not more than (i) $40,000,000 in aggregate principal, notional or stated amo...
PRELIMINARY STATEMENTS. The Borrowers, the Lenders and the Administrative Agent have entered into a Three Year Credit Agreement dated as of March 1, 2011 (the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.
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. Reference is made to that certain First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time immediately prior to the date hereof, the “Original Credit Agreement”), by and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent. The Parent Borrower has requested that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the Closing Date in an initial aggregate principal amount of $600,000,000. The Lenders party hereto have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with the terms hereof. The proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities. The Lenders have indicated their willingness to lend 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. 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. 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. 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 Banks and the Agent have entered into a Five Year Revolving Credit Agreement, dated as of December 16, 2005 (as amended, amended and restated, supplemented or otherwise modified through the date hereof, the “Credit Agreement”). Capitalized terms not otherwise defined in this Second Amendment have the same meanings as specified in the Credit Agreement.