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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:
Appears in 2 contracts
Sources: Credit Agreement (AdvanSix Inc.), Credit Agreement (AdvanSix Inc.)
PRELIMINARY STATEMENTS. The Borrower has entered into Borrower, Holdings, the other Guarantors party thereto, certain Lenders party thereto, the Administrative Agent and other parties thereto are party to that certain Separation and Distribution Credit Agreement, dated December 24, 2012, as of September amended and restated on January 22, 2016 2013, as further amended and restated on February 25, 2013 and as further amended on September 17, 2013 (the “Transaction Existing Credit 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 parties thereto desire to amend the Borrower shall be distributed Existing Credit Agreement on and subject 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 hereinset forth herein and in the Amendment No. Following the initial funding 3 dated as of the Facilities on the Closing DateAmendment No. 3 Effective Date (“Amendment No. 3”). The Existing Credit Agreement, the Borrower shall pay as amended and restated pursuant to Amendment No. 1, and as further amended, restated, supplemented, waived, replaced, is referred to herein as, this “Agreement”. Pursuant to Amendment No. 1 (i) a dividend to Honeywell tranche of term loans were hereby created (the “Honeywell DividendRefinanced New Term Loans”) in an aggregate principal amount equal to the aggregate principal amount of Term Loans outstanding immediately prior to the Second Restatement Date (the “Original Term Loans”). As , (ii) additional Term Loans pursuant to Section 2.20(b) of the First Amendment Effective Date, Existing Credit Agreement were hereby created on 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) Second Restatement Date in an aggregate principal amount of $270,000,000 60,000,000 (the “Incremental New Term Loans,” and together with the Refinanced New Term Loans, the “New Term Loans”) and (iii) Lenders opting to do so exchanged Original Term Terms (“Exchange”), for like principal amounts of New Term Loans or, for those Lenders not opting to participate in the Exchange, the Borrower repaid in full the Original Term Loans of such non-exchanging Lenders (the “Repayment”). After giving effect to the Borrower as provided herein Exchange and Repayment on the Second Restatement Effective Date, all Original Term Loans were terminated. Pursuant to Amendment No. 3, (bi) Revolving a commitment shall be created on the Amendment No. 3 Effective Date to provide Amendment No. 3 Delayed Draw Term Loans in an aggregate principal amount equal to the aggregate principal amount of Term B-1 Loans outstanding immediately prior to the Amendment No. 3 Effective Date, (ii) additional Term Loans pursuant to Section 2.20(b) of the Existing Credit Loans (as hereinafter defined) Agreement shall be created on the Amendment No. 3 Effective Date in an aggregate principal amount of up to $155,000,000 (the “Amendment No. 3 Incremental Term Loans”) and shall be used to partially finance the Transactions, (ii) Amendment No .3 Cashless Option Lenders shall exchange Term B-1 Loans for like principal amounts of Amendment No. 3 Delayed Draw Term Loans on the Amendment No. 3 Delayed Draw Effective Date (the “Amendment No. 3 Exchange”), (iii) the Borrower shall repay Term B-1 Loans not otherwise repaid in the Amendment No. 3 Exchange with proceeds of Amendment No. 3 Delayed Draw Term Loans from the Amendment No. 3 Delayed Draw Term Lenders on the Amendment No. 3 Delayed Draw Effective Date (the “Amendment No. 3 Repayment”) and (iv) certain other provisions of the Existing Credit Agreement shall be amended as reflected herein. After giving effect to the Borrower as provided herein Amendment No. 3 Exchange and ending the Amendment No. 3 Repayment on the Maturity Date (as hereinafter defined) of whichAmendment No. 3 Delayed Draw Effective Date, at any time, not more than (i) $25,000,000 in aggregate principal, notional or stated amount may all Term B-1 Loans will be in the form of L/C Credit Extensions (as hereinafter defined) provided by the L/C Issuers (as hereinafter defined), terminated and (ii) $20,000,000 in aggregate principal amount may be in it is intended that the form Amendment No. 3 Incremental Term Loans and Amendment No. 3 Delayed Draw Term Loans shall trade as a single Class of Swing Line Term Loans (and for the avoidance of doubt are referred to herein 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 B-2 Loans. The Lenders have indicated their willingness to lend on the terms and subject to 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)conditions set forth herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 2 contracts
Sources: First Lien Credit Agreement (NEP Group, Inc.), First Lien Credit Agreement (NEP Group, Inc.)
PRELIMINARY STATEMENTS. The Borrower has entered into Seller, JPMorgan Chase, Wachovia, SunTrust, Blue Ridge, Three Pillars, Falcon, the Blue Ridge Agent, the Falcon Agent, the Three Pillars Agent and the Administrative Agent are parties to that certain Separation Amended and Distribution Agreement, Restated Receivables Purchase Agreement dated as of September 2210, 2016 2004 (the “Transaction Existing Agreement”). The Seller wishes to increase the facility evidenced by the Existing Agreement, between and Amsterdam, ABN AMRO and the Borrower Amsterdam Agent wish to become parties thereto. The Seller desires to continue to transfer and Honeywell International Inc., a Delaware corporation (“Honeywell”). Pursuant assign Purchaser Interests to the Transaction AgreementPurchasers from time to time. In addition, Honeywell shall undertake a series the Seller may from time to time request the LC Issuer to issue Letters of transactions pursuant to Credit for which the assets and liabilities Seller’s reimbursement obligations will be secured by a pledge of the AdvanSix Business (as defined Seller’s interest in the Transaction Agreement) Receivables 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”)Related Security, and the equity interests of the Borrower shall be distributed LC Issuer has agreed, subject 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 hereincontained in this Agreement, to issue such Letters of Credit. Following the initial funding Each of the Facilities on Uncommitted Purchasers may, in its absolute and sole discretion, purchase Purchaser Interests from the Closing DateSeller from time to time. The Committed Purchasers shall, at the Borrower shall pay a dividend to Honeywell (the “Honeywell Dividend”). As request of the First Amendment Effective DateSeller, purchase Purchaser Interests from time to time. JPMorgan Chase has been requested and is willing to act as agent on behalf of the transactions described in this paragraph have Falcon Group, STCM has been consummated. Accordinglyrequested and is willing to act as agent on behalf of the Three Pillars Group, Wachovia has been requested and is willing to act as LC Issuer and as agent on behalf of the Borrower has requestedBlue Ridge Group, and ABN AMRO has been requested and is willing to act as agent on behalf of the Lenders have agreedAmsterdam Group, in accordance with the terms hereof. USF Assurance will act as agent on its own behalf. In addition, JPMorgan Chase has been requested and is willing to extend credit subject act as administrative agent on behalf of the Groups in accordance with the terms hereof. The parties wish to amend and restate the conditions set forth herein Existing Agreement in the form of (a) Term A Loans (its entirety 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)set forth, 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 Dateaccordingly, (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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto hereby agree as follows:
Appears in 1 contract
Sources: Receivables Purchase Agreement (Yellow Roadway Corp)
PRELIMINARY STATEMENTS. The Borrower has Holdings, the Borrower, the Lenders party thereto, Royal Bank, as Administrative Agent and as Collateral Agent and the other agents party thereto, entered into that certain Separation and Distribution $175,000,000 Credit Agreement dated as of January 13, 2012 (as amended by Amendment No. 1 to the ABL Credit Agreement, dated as of September 22April 4, 2016 2012, and as may be further amended, restated, amended and restated, supplemented, or otherwise modified from time to time prior to the date of this Amendment, the “Existing Credit Agreement”; as amended by this Amendment and as otherwise may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; and the Lenders party to the Existing Credit Agreement immediately prior to the effectiveness of this Amendment being the “Existing Lenders”). In connection with this Amendment, the Borrower is amending the Term Facility Credit Agreement to provide for the incurrence of new term loans thereunder, the proceeds of which are intended to finance certain share repurchases of Holdings and/or its direct or indirect parents (which, for the avoidance of doubt, may take the form of Restricted Payments to a direct or indirect parent of the Borrower in order to (x) make such share repurchases, (y) to refinance indebtedness, in whole or in part, of such direct or indirect parent incurred to finance such share repurchases, or (z) effect a combination of the actions described in foregoing sub-clauses (x) and (y) (the “Transaction AgreementShare Repurchase”)) in an aggregate amount not to exceed $130.0 million. Holdings, between the Borrower and Honeywell International Inc.Borrower, 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) Administrative Agent and the equity interests of certain direct and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred Requisite Lenders have agreed to amend 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 Existing Credit Agreement 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 hereinafter 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:forth.
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has and Bank have entered into an International Revolving Loan Agreement dated June 30, 1997 (as it may be amended or otherwise modified from time to time, the "International Loan Agreement"), providing for loans by Bank to Borrower under the Working Capital Guaranty Program ("WCGP") of the Export-Import Bank of the United States ("the Eximbank"). Bank has and/or may from time to time in its future discretion extend other loans and other credit to Borrower (no commitment to extend any such credit being evidenced by this Agreement) apart from the Eximbank guaranteed loans under the International Loan Agreement ("Other Obligations"). All capitalized terms used but not otherwise defined in this Agreement shall have the same meanings as in the International Loan Agreement. The International Obligations and the Other Bank Obligations of Borrower to Bank are secured by the International Security Agreements; and may also be secured by one or more other security agreements, collateral assignments and similar agreements executed and delivered by Borrower prior to and/or in connection with this Agreement; and may also be secured by other such documents and collateral executed and delivered by Borrower in the future ("Other Collateral"); so that certain Separation from time to time some or all collateral securing the International Obligations may also secure the Other Obligations, and Distribution Agreementvice versa. Bank has advised Borrower that it is a condition of the WCGP that loans under the WCGP "be collateralized by a junior lien on all of the Borrower's assets securing the non-Eximbank guaranteed credit facility(ies)" extended by Bank to Borrower. The WCGP contemplates that upon Borrower's default with respect to the International Obligations, dated the Eximbank's guaranty of such obligations if called upon by Bank shall be honored by the Eximbank's acceptance of assignment of such obligations from Bank, together with such rights in collateral securing such obligations as provided for in the WCGP, in exchange for the Eximbank's payment of September 22, 2016 the guaranteed portion of such obligations to Bank (the “Transaction Agreement”"Assignment"); but in any event Bank also retaining after such Assignment its own rights in all collateral securing Other Obligations and the unguaranteed portion of the International Obligations, the priorities between the Borrower Eximbank and Honeywell International Inc., a Delaware corporation (“Honeywell”). Pursuant to Bank being determined in accordance with the Transaction Agreement, Honeywell shall undertake a series of transactions pursuant to which the assets and liabilities requirements 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”)WCGP. 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the The parties hereto therefore agree as follows:
Appears in 1 contract
Sources: International Revolving Loan Agreement (Natco Group Inc)
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation Pursuant to the Amended and Distribution Restated Credit Agreement, dated as of September 22August 31, 2016 2012 (as amended, supplemented or otherwise modified prior to the Closing Date, the “Transaction Existing Credit Agreement”), between among the Borrower Company, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Honeywell International Inc.L/C Issuer, a Delaware corporation and the other lenders from time to time party thereto (the “HoneywellExisting Lenders”). Pursuant , the Existing Lenders agreed to make extensions of credit to the Transaction Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, Honeywell shall undertake a series and the Lenders (including certain of transactions pursuant the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the assets Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and liabilities restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the AdvanSix Business Existing Letters of Credit) and other Obligations (as defined in the Transaction Existing Credit Agreement) and outstanding under the equity interests of certain direct and indirect Subsidiaries of Honeywell Existing Credit Agreement shall be contributed or otherwise transferred governed by and deemed to be outstanding under the Borrower or its Subsidiaries amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the “Contribution”)parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the equity interests terms of the Borrower shall be distributed Existing Credit Agreement on or prior 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 or arising (in the case of indemnification) under 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 Existing 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 in aggregate principal amount may be in the form of Swing Line Loans (as hereinafter defined) provided by the Swing Line Lenders (as hereinafter definedAgreement). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into Bowater now owns, and from time to time hereafter will own, Receivables. Bowater wishes to sell to BAI and contribute to Lake Superior, Lake Superior wishes to contribute to BAI, and BAI wishes to sell and contribute to Buyer (each of Buyer, BAI and Lake Superior being sometimes hereinafter referred to as a "TRANSFEREE" with respect any such sale or contribution), all of their respective right, title and interest in and to all Receivables originated by Bowater from and after the Initial Cutoff Date through and including the Termination Date, together with the Related Security and Collections with respect thereto. In addition, BAI now owns, and from time to time hereafter will own, Receivables. BAI wishes to sell and contribute to Buyer, all of its right, title and interest in and to all Receivables originated by BAI from and after the Initial Cutoff Date through and including the Termination Date, together with the Related Security and Collections with respect thereto. Each of the parties hereto intends the transactions contemplated hereby to be true sales or true contributions by the applicable Seller to the applicable Transferee of the Receivables originated or acquired (in each case, as applicable) by it, providing the applicable Transferee with the full benefits of ownership of such Receivables, and none of the parties intends these transactions to be, or for any purpose to be characterized as, loans from any of the Transferees to any of the Sellers. Buyer plans to finance its purchases of Receivables hereunder by borrowing under that certain Separation and Distribution Agreement, Loan Agreement dated as of September 22December 19, 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 2002 (as defined in the Transaction Agreement) and the equity interests of certain direct and indirect Subsidiaries of Honeywell shall same may from time to time hereafter be contributed amended, supplemented, restated 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 whichmodified, 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"LOAN AGREEMENT") 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 among (a) Term A Loans (Buyer, as hereinafter defined) in an aggregate principal amount of $270,000,000 to the Borrower as provided herein and borrower, (b) Revolving Credit Loans Bowater, as initial servicer, (as hereinafter definedc) in an aggregate principal amount of up to $155,000,000 to Three Pillars Funding Corporation, Blue Ridge Asset Funding Corporation, SunTrust Bank and Wachovia Bank, National Association (together with their respective successors and assigns, 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"LENDERS"), (d) SunTrust Capital Markets, Inc. and Wachovia Bank, National Association, as "CO-AGENTS," and (iie) $20,000,000 SunTrust Capital Markets, Inc., as administrative agent (in aggregate principal amount may be such capacity, together with its successor and assigns 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01such capacity, the Lenders and each L/C Issuer are willing to extend such credit to "ADMINISTRATIVE AGENT" and, together with the Borrower. AccordinglyCo-Agents, the parties hereto agree as follows:"AGENTS").
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation Administrative Agent, the Lenders, and Distribution AgreementBehringer Harvard REIT I, dated as of September 22, 2016 (the “Transaction Agreement”), between the Borrower and Honeywell International Inc., a Delaware Maryland corporation (“Honeywell”"Borrower") and Guarantor, among others, have entered into, are entering into concurrently herewith, or contemplate entering into, that certain Credit Agreement dated December 30, 2004 (herein called, as it may hereafter be modified, supplemented, restated, extended, or renewed and in effect from time to time, the "CREDIT AGREEMENT"), which Credit Agreement sets forth the terms and conditions of a line of revolving credit facility (the "LOAN"). Pursuant to the Transaction Agreement, Honeywell shall undertake a series of transactions pursuant to which the assets and liabilities Some or all of the AdvanSix Business proceeds of the Loan will be advanced to Borrower and contributed by Borrower to Guarantor to finance the acquisition by Guarantor of certain land and improvements thereon located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the "PROPERTY"), as more particularly described in the Credit Agreement. A condition precedent to Lenders' obligation to make the Loan to Borrower is Guarantor's execution and delivery to Lenders of this Guaranty. The obligators of Guarantor arising under this Guaranty will be secured by a Mortgage as defined in the Transaction Agreement) Credit Agreement (herein called, as it may hereafter be modified, supplemented, restated, extended or renewed and in effect from time to time, 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”"MORTGAGE"), encumbering the Property. Any capitalized term used and not defined in this Guaranty shall have the equity interests meaning given to such term in the Credit Agreement. This Guaranty is one of the Borrower shall be distributed to Loan Documents described in the shareholders of Honeywell (the “Distribution”), immediately after whichCredit Agreement. STATEMENT OF AGREEMENTS ----------------------- For good and valuable consideration, the Borrower shall constitute a separate company (collectively, the “Spin-Off”). Prior to the consummation receipt and adequacy 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 requestedwhich are hereby acknowledged, and the as a material inducement to Lenders have agreed, to extend credit subject to Borrower, Guarantor hereby guarantees to Administrative Agent and the conditions set forth herein other Lenders the prompt and full payment of the indebtedness and obligations described below in this Guaranty (collectively called 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"GUARANTEED OBLIGATIONS"), this Guaranty being upon the following terms 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as followsconditions:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into that Euramax U.S., the Borrowers, and certain Separation other Subsidiaries of Euramax U.S., the “Lenders” and Distribution Agreement“Issuer” listed therein, BNP Paribas, acting through its New York branch (“BNP Paribas”), in its capacity as “Agent” thereunder (in such capacity, the “Former Agent”), Wachovia, in its capacity as “Collateral Agent” thereunder (in such capacity, the “Former Collateral Agent”), were, prior to the execution and delivery of the 2003 Master Assignment and Assumption Agreement described below, parties to a certain Second Amended and Restated Credit Agreement dated as of September 22March 15, 2016 2002, as amended by a certain Amendment No. 1 and Waiver to Euramax International, Inc.’s Credit Agreement dated as of April 14, 2003, as further amended by that certain Amendment No. 2 and Consent to Euramax International, Inc.’s Credit Agreement dated as of May 15, 2003, and that certain Amendment No. 3 and Consent to Euramax International, Inc.’s Credit Agreement dated as of August 6, 2003 (as so amended, and as the same may have been otherwise amended, restated, supplemented, or otherwise modified from time to time, the “Transaction Existing Credit Agreement”), between the Borrower and Honeywell International Inc., a Delaware corporation (“Honeywell”). Pursuant to the Transaction 2003 Master Assignment and Assumption 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 Dateamong other things, (a) the Term A Loans were paid in full Former Agent assigned to Wachovia all of its rights and obligations as “Agent” under the Term A Facility terminatedExisting Credit Agreement and Wachovia accepted such assignment, and thereby becoming the “Agent” thereunder; (b) BNP Paribas assigned its rights and obligations as “Swing Loan Lender” and as “Issuer” under the maximum aggregate principal amount Existing Credit Agreement to Wachovia and Wachovia accepted such assignment, thereby becoming the “Swing Loan Lender” and the “Issuer” under the Existing Credit Agreement; (c) certain “Lenders” under the Existing Credit Agreement (the “Departing Lenders”) assigned all of the their respective “Revolving Credit Facility has increased Commitments” and the rights and obligations corresponding thereto to $425,000,000, of which, at any time, not more than Wachovia for ultimate redistribution by Wachovia to (i) $40,000,000 in aggregate principal, notional or stated amount may be in other “Lenders” already party to the form of L/C Existing Credit Extensions provided by Agreement (the L/C Issuers, “Continuing Lenders”) and (ii) $40,000,000 banks and financial institutions who became party to the Existing Credit Agreement via the 2003 Master Assignment and Assumption Agreement (the “New Lenders”); and (d) the Continuing Lenders and the New Lenders, among themselves, redistributed the various “Revolving Credit Commitments” and the rights and obligations corresponding thereto under the Existing Credit Agreement. Pursuant to the 2003 Master Assignment and Assumption Agreement, the Loan Parties, the Lenders, the Agent, the Issuer, and Paribas have consented (1) to Paribas’s retirement as “Trustee” under the U.K. Trust Deed (in aggregate principal amount may such capacity, the “Former U.K. Trustee”) and (2) to Wachovia’s appointment replacement “Trustee” thereunder (in such capacity, the “U.K. Trustee”), such retirement and appointment to be in effected pursuant to the form of Swing Line Loans Amendment and Restatement Agreement (as hereinafter defined) provided by the Swing Line Lenders (as hereinafter defineddefined below). In consideration of Euramax U.S. and the mutual covenants Borrowers have requested, and agreements herein contained the Lenders, the Issuer, and the Agent, have agreed, subject to the satisfaction of terms and conditions contained herein, to amend and restate the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:Existing Credit Agreement.
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower and LOC Provider are the parties to that certain Reimbursement Agreement with an effective date of September 29, 2004 (the "Agreement"). The Borrower obtained a loan from Frost Bank in the amount of 850,000.00 (the "Frost Loan"), and has refinanced the Frost Loan with a loan from Regions Bank (hereinafter sometimes referred to as the "Bank") in an amount equal to $700,000.00 (the "Regions Loan"). Both the Frost Loan and the Regions Loan were secured by a letter of credit obtained by LOC Provider which letter of credit was secured by assets of the LOC Provider subject to the terms of the Agreement (the "Initial Letter of Credit"). The Borrower desires to obtain an additional $100,000 loan from Regions Bank (sometimes referred to herein as the "2nd Loan" and shall also include all monies loaned to Borrower under any loan instrument secured by the Initial Letter of Credit, including any and all future renewals, extensions, modifications and refinancing structures). The Borrower has entered into that certain Separation and Distribution Agreement, dated as requested the LOC Provider to obtain an additional irrevocable direct pay letter of September 22, 2016 credit equal to the face value of the 2nd Loan (the “Transaction Agreement”"2nd Letter of Credit") (such 2nd Letter of Credit, including any renewals, extensions, amendments, or any successor or substitute letter of credit issued on behalf of the LOC Provider with respect to the Regions Loan, the 2nd Loan and the Initial Letter of Credit herein individually and collectively called the "Letter of Credit"). The LOC Provider has applied to HSBC Bank USA, between N.A. for the 2nd Letter of Credit which 2nd Letter of Credit will be secured by assets of the LOC Provider. The Regions Loan and the 2nd Loan shall collectively be referred to herein as the "Loan". The Borrower and LOC Provider agree that this Agreement shall govern and be binding on the Borrower and Honeywell International Inc., a Delaware corporation (“Honeywell”). Pursuant to until 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 Loan is paid in full and the Term A Facility terminated, and (b) the maximum aggregate principal amount Letter of Credit is released. The proceeds of the Revolving Credit Facility has increased Loan are solely to $425,000,000, of which, at any time, not more than (i) $40,000,000 in aggregate principal, notional or stated amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration used to fund working capital needs of the mutual covenants Borrower and agreements herein contained to pay for any costs and fees associated with the Loan or the Letter of Credit. The LOC Provider is willing to pledge its assets to secure the issuance of the Letter of Credit subject to the satisfaction of the conditions set forth in Section 4.01following terms and conditions, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree have agreed to amend the Agreement as follows:hereinafter set forth.
Appears in 1 contract
Sources: Promissory Note (Juniper Partners Acquisition Corp.)
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation This Agreement amends and Distribution restates in its entirety, as of the Closing Date, the Third Amended and Restated Receivables Purchase Agreement, dated as of September 22October 5, 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transaction Prior Agreement”), between among each of the parties hereto. Upon the effectiveness of this Agreement, the terms and provisions of the Prior Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Prior Agreement by this Agreement, (i) the Borrower and Honeywell International Inc.Servicer shall continue to be liable to PNC, a Delaware corporation (“Honeywell”). Pursuant to the Transaction AgreementRegions and any other Borrower Indemnified Party, Honeywell shall undertake a series of transactions pursuant to which the assets and liabilities of the AdvanSix Business Servicer Indemnified Party or Affected Person (as such terms are defined in the Transaction Prior Agreement) for fees and expenses which are accrued and unpaid under the equity interests of certain direct and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred to Prior Agreement on 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 date hereof (collectively, the “Spin-OffPrior Agreement Outstanding Amounts”). Prior ) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the consummation effective date of this Agreement and (ii) the security interest created under the Prior Agreement shall remain in full force and effect as security for such Prior Agreement Outstanding Amounts until such Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Prior 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 Prior Agreement. The Borrower has acquired, and will acquire from time to time, Receivables from the Transferor pursuant to the Sale and Contribution Agreement. The Transferor 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 (a) that the Lenders make Loans from time to time to the Borrower and (b) the LC Bank to issue Letters of Credit for the account of the Spin-OffBorrower from time to time, the Borrower will borrow certain amounts under the Facilities (as hereinafter defined) in each case, 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 requestedterms, and the Lenders have agreed, to extend credit subject to the conditions set forth herein in herein, secured by, among other things, 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)Receivables. In consideration of the mutual agreements, provisions and covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01herein, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglysufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Appears in 1 contract
Sources: Receivables Financing Agreement (Core Natural Resources, Inc.)
PRELIMINARY STATEMENTS. The Borrower has entered into Reference is hereby made to that certain Separation Amended and Distribution Agreement, Restated Receivables Sale Agreement dated as of September 22October 3, 2016 2002 by and between Seller and Buyer (the “Transaction “ Earlier Receivables Sale Agreement”), between . Seller and Buyer have agreed to amend and restate 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 Earlier Receivables Sale Agreement 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 herein. Seller now owns, and from time to time hereafter will own, Receivables (including Receivables transferred pursuant to the Accu-Tech Transfer Agreement). Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase from Seller, all of Seller’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Seller and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Seller to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Seller and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Seller. Following the purchase of Receivables from Seller, Buyer will sell undivided interests therein and in the form associated Related Security and Collections pursuant to that certain Second Amended and Restated Receivables Purchase Agreement dated as of (a) Term A Loans May 31, 2011 (as hereinafter definedthe same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “ Purchase Agreement”) in an aggregate principal amount of $270,000,000 among Buyer, Seller, as Servicer, Falcon Asset Securitization Company LLC and Three Pillars Funding LLC, as Conduit Purchasers, the financial institutions from time to time party thereto (“ Financial Institutions” and, together with the Conduit Purchasers, the ” Purchasers”), JPMorgan Chase Bank, N.A. (“ JPMCB”) and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., as managing agents (collectively, the “ Managing Agents”) and JPMCB, or any successor agent appointed pursuant 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 terms of the First Amendment Effective DatePurchase Agreement, as agent for the Purchasers (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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01such capacity, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:“ Agent”).
Appears in 1 contract
Sources: Receivables Sale Agreement (Anixter International Inc)
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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:
Appears in 1 contract
Sources: Credit Agreement (AdvanSix Inc.)
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation and Distribution Pursuant to the Share Sale Agreement, dated as of September 22, 2016 Holdings will acquire (the “Transaction AgreementDTZ Acquisition”), between directly or indirectly, the Borrower and Honeywell International Inc., a Delaware corporation (“Honeywell”). Pursuant to the Transaction Agreement, Honeywell shall undertake a series Equity Interests of transactions pursuant to which the assets and liabilities of the AdvanSix Business each Sale Entity (as defined in the Transaction Share Sale 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-OffDTZ Acquired Companies”). Prior to the consummation of the Spin-OffIn connection therewith, 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 it is intended that (a) Term A Loans the Sponsors, the Management Stockholders and any Co-Investors will make the DTZ Equity Contribution; (as hereinafter definedb) in the Borrowers will obtain an initial aggregate principal amount of $270,000,000 to 210,000,000 of Initial Loans; (c) the Borrower as provided herein and (b) Revolving Credit Loans (as hereinafter defined) in Borrowers will obtain an initial aggregate principal amount of up to $155,000,000 to the Borrower as provided herein and ending 280,000,000 of Delayed Draw Term Loans available on the Maturity Delayed Draw Funding Date under the Syndicated Facility Agreement (as hereinafter defined) of which, at any time, not more than First Lien); (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, (ad) the Term A Loans were paid in full and the Term A Facility terminated, and (b) the maximum Borrowers will obtain an initial aggregate principal amount of $470,000,000 of First Lien Initial Term Loans pursuant to the Syndicated Facility Agreement (First Lien); (e) the Borrowers will obtain revolving credit commitments under the Syndicated Facility Agreement (First Lien) in an initial aggregate principal amount of $150,000,000 and obtain Revolving Credit Facility has increased to $425,000,000, Loans as permitted thereunder; and (f) the proceeds of which, at any time, not more than (i) $40,000,000 in aggregate principalthe DTZ Equity Contribution, notional or stated amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 the Initial Loans and (iii) the First Lien Initial Loans will be used to pay the consideration and other amounts owing in aggregate principal amount may connection with the DTZ Acquisition under the Share Sale Agreement, to repay certain existing indebtedness and hedging obligations of the DTZ Acquired Companies and to pay all fees, costs and expenses incurred in connection with the Transactions and related transactions (including to fund any OID and upfront fees) and to provide working capital. Pursuant to the CT Merger Agreement, the proceeds of the Delayed Draw Term Loans shall be used by the Borrowers to acquire (the “CT Acquisition”), directly or indirectly, the Equity Interests of the Acquired Companies (as defined in the form CT Merger Agreement) (the “CT Companies”). On the Delayed Draw Funding Date, without further action or consent from the Administrative Agent or the Lenders and as set forth in this Agreement, certain other terms, including without limitation, the dollar “baskets” in the negative covenants and certain ratio-based tests, will automatically adjust to reflect the acquisition of Swing Line Loans (as hereinafter defined) provided by the Swing Line Lenders (as hereinafter defined)CT Companies on the Delayed Draw Funding Date. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Sources: Syndicated Facility Agreement (DTZ Jersey Holdings LTD)
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation Pursuant to the Second Amended and Distribution Restated Credit Agreement, dated as of September March 22, 2016 2012 (as amended, supplemented or otherwise modified prior to the Closing Date, the “Transaction Existing Credit Agreement”), between among the Borrower Company, certain of the Company’s Subsidiaries, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Honeywell International Inc.L/C Issuer, a Delaware corporation and the other lenders from time to time party thereto (collectively, the “HoneywellExisting Lenders”). Pursuant , the Existing Lenders agreed to make extensions of credit to the Transaction Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (collectively, the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, Honeywell shall undertake a series and the Lenders (including certain of transactions pursuant the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the assets Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and liabilities restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the AdvanSix Business Existing Letters of Credit) and other Obligations (as defined in the Transaction Existing Credit Agreement) and outstanding under the equity interests of certain direct and indirect Subsidiaries of Honeywell Existing Credit Agreement shall be contributed or otherwise transferred governed by and deemed to be outstanding under the Borrower or its Subsidiaries amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the “Contribution”)parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the equity interests terms of the Borrower shall be distributed Existing Credit Agreement on or prior 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 or arising (in the case of indemnification) under 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 Existing 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 in aggregate principal amount may be in the form of Swing Line Loans (as hereinafter defined) provided by the Swing Line Lenders (as hereinafter definedAgreement). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into As of the date hereof, the Secured Consenting Holders hold, in the aggregate, approximately 55% of the aggregate outstanding principal amount of the 9.5% Senior Secured Notes due 2017 (the “Senior Secured Notes”) issued pursuant to that certain Separation and Distribution Agreement, Indenture dated as of December 29, 2006, by and among Neenah, as issuer, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), as Indenture Trustee, as supplemented on September 2230, 2016 2008 (the “Transaction AgreementSecured Notes Indenture”); As of the date hereof, between the Borrower Subordinated Consenting Holders hold, in the aggregate, 100% of the aggregate outstanding principal amount of the 12.5% Senior Subordinated Notes due 2013 (the “Subordinates Notes”, and Honeywell International Inc.together with the Senior Secured Notes, the “Notes”) issued by Neenah; The Company and the Consenting Holders have agreed to implement a Delaware corporation (“Honeywell”). Pursuant restructuring and reorganization of the Company pursuant to the Transaction Agreementterms and conditions set forth in the restructuring term sheet attached hereto as Exhibit A (including the schedules and exhibits attached thereto and the additional schedules and exhibits to be prepared and filed after the date hereof based upon such term sheet, Honeywell shall undertake a series of transactions pursuant which term sheet is in form and substance acceptable to the Requisite Secured Noteholders (defined below) and the Company, and which may not be materially amended without the assets and liabilities written consent of the AdvanSix Business Company and the Requisite Secured Noteholders; provided, however, that with respect to Tontine (as defined in the Transaction Agreement) Plan Term Sheet), any individual employed by Tontine, or the holders of the Subordinated Notes, any amendment that would result in materially adverse treatment to them requires the written consent of the Company, the Requisite Secured Noteholders 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 (collectivelySubordinated Consenting Holders, the “Spin-OffPlan Term Sheet”)) which is expressly incorporated herein and made part of this Agreement. 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 Plan Term Sheet sets forth the terms and conditions provided hereinfor the Restructuring Transactions (as defined below); however, it is supplemented by the terms and conditions of this Agreement. Following In the initial funding event of any inconsistency between the Plan Term Sheet and this Agreement, this Agreement shall control. The Plan Term Sheet is the product of arm’s length, good faith discussions between the Company and members of an ad hoc committee of holders of the Facilities on the Closing Date, the Borrower shall pay a dividend to Honeywell Senior Secured Notes (the “Honeywell DividendAd Hoc Committee”). As of ) comprising the First Amendment Effective Dateinitial Secured Notes Consenting Holders signatory hereto; It is agreed that, 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 terms of this Agreement, the restructuring transactions contemplated by the Plan Term Sheet (the “Restructuring Transactions”) will be implemented through a plan of reorganization under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the “Bankruptcy Code”), which plan of reorganization shall be consistent in all material respects with the terms of the Plan Term Sheet and shall otherwise be satisfactory to the Requisite Secured Noteholders and the Company (the “Plan”); and The Company has agreed to commence voluntary reorganization cases under chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”) in the form United States Bankruptcy Court for the District of Delaware (athe “Bankruptcy Court”) Term A Loans (as hereinafter defined) in an aggregate principal amount of $270,000,000 to implement the Borrower as provided herein Plan and (b) Revolving Credit Loans (as hereinafter defined) in an aggregate principal amount of up to $155,000,000 to effect 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:Restructuring Transactions.
Appears in 1 contract
Sources: Restructuring & Lock Up Agreement (Tontine Capital Partners L P)
PRELIMINARY STATEMENTS. The US Borrower has entered into that certain Separation and Distribution Agreementrequested that, dated as of September 22, 2016 upon the satisfaction in full (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 or waiver) of the AdvanSix Business conditions precedent set forth in the applicable provisions of Article IVSection 4.01 below, the applicable Lenders (and such Lenders hereby have so agreed) to make Initial Dollar Term Loans (as defined herein) in the Transaction Agreement) and the equity interests of certain direct and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred Dollars to the US 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 $270,000,000 400,000,000 the proceeds of which will bewere used by the Parent and its Subsidiaries (x) for working capital and general corporate purposes, including acquisitions, capital expenditures, the refinancing of Indebtedness (as defined herein) and for any other purpose not prohibited hereunder, (y) to the Borrower pay Transaction Costs (as provided herein defined herein) and (bz) Revolving Credit as additional cash on the balance sheet of Parent and its Subsidiaries. The US Borrower has further requested that, upon the satisfaction in full (or waiver) of the conditions precedent set forth in the applicable provisions of Article IVSection 4.02 below, the applicable Lenders (and such Lenders hereby have so agreed) to makemade 2023 Incremental DDTL Loans (as hereinafter defineddefined herein) in Dollars to the US Borrower in an aggregate principal amount of up to $155,000,000 to 200,000,000 the proceeds of which will bewere used by the Parent and its Subsidiaries in accordance with Section 5.07 of this Agreement. The UK Borrower as provided herein and ending on has further requested that, upon the Maturity Date satisfaction in full (as hereinafter definedor waiver) of which, at any time, not more than (i) $25,000,000 in aggregate principal, notional or stated amount may be the conditions precedent set forth in the form Third Amendment and the applicable provisions of L/C Credit Extensions Article IV below, the applicable Lenders (as hereinafter definedand such Lenders hereby have so agreed) 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 to make Bridge Loans (as hereinafter defineddefined herein) provided by in Dollars to the Swing Line Lenders UK Borrower in an aggregate occurrence of the Approved Sale (as hereinafter defineddefined herein), the applicable parties to the Fifth Amendment agree (and such parties so agreed) to the payment of the Approved Sale Transaction Fee (as defined herein) by capitalizing such fee in accordance with the Fifth Amendment, with such fee being deemed paid concurrently with the Approved Sale. As of the First effectiveness of the Fifth Amendment, the Approved Sale Transaction Fee has been paid as set forth in the Fifth Amendment Effective Datesuch that, (a) as of the Term A Loans were paid in full and effectiveness of the Term A Facility terminatedFifth Amendment, and (b) the maximum aggregate outstanding principal amount of $500,000,000, the Revolving Credit Facility has increased to $425,000,000, proceeds of which, at any time, not more than (i) $40,000,000 in aggregate principal, notional or stated amount may which will be in the form of L/C Credit Extensions provided used by the L/C Issuers, Parent and (ii) its Subsidiaries in accordance with Section 5.07 of this Agreementthe Initial Dollar Term Loans equals $40,000,000 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)632,918,191.88. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:: #4883-1993-4877v14882-4959-9897v.18
Appears in 1 contract
Sources: Credit Agreement (Coupang, Inc.)
PRELIMINARY STATEMENTS. The Borrower has entered into Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I to this Agreement. References in the Exhibits hereto to “the Agreement” refer to this Agreement, as amended, amended and restated, modified or supplemented from time to time. On the terms and subject to the conditions set forth herein, (i) the Seller desires to sell, transfer and assign receivables to the Purchaser, (ii) the Purchaser desires to acquire such receivables from time to time and (iii) the Servicer desire to service such receivables. Prior to the Closing Date, the Seller was a party to that certain Separation Fifth Amended and Distribution Restated Receivables Purchase Agreement, dated as of September 22December 15, 2016 2014 (as amended, restated, supplemented or otherwise modified prior to the Closing Date, the “Transaction Prior Agreement”), between among the Borrower Seller, Manitowoc, ▇▇▇▇▇ and Honeywell International Inc., a Delaware corporation (“Honeywell”)certain other parties. Pursuant to In connection with the Transaction Agreement, Honeywell shall undertake a series corporate restructuring of transactions pursuant to which the assets Manitowoc and liabilities certain 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 Affiliates occurring on the Closing Date, the Borrower shall pay a dividend to Honeywell (Prior Agreement is being amended and restated on the “Honeywell Dividend”)date hereof to, among other things, remove the Seller from the Prior Agreement. As In connection with the amendment and restatement of the First Amendment Effective DatePrior Agreement, pursuant to the Release Agreement, 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 Seller is (i) $25,000,000 in aggregate principal, notional or stated amount may be being released from certain obligations under the Prior Agreement and the other Transaction Documents (as defined in the form of L/C Credit Extensions (as hereinafter definedPrior Agreement) provided by the L/C Issuers (as hereinafter defined), and (ii) $20,000,000 in aggregate principal amount may be assuming certain obligations that are set forth in the form of Swing Line Loans Release Agreement (as hereinafter defined) provided by such obligations, the Swing Line Lenders (as hereinafter defined“Assumed Obligations”). As Notwithstanding the amendment and restatement of the First Amendment Effective DatePrior Agreement, (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 principalthe Seller shall be liable to the Purchaser, notional or stated amount may be in the form Agent and each other Indemnified Party and Affected Person for each of L/C Credit Extensions provided by the L/C IssuersAssumed Obligations, as if such Assumed Obligations were originally incurred hereunder and (ii) $40,000,000 the security interest created under this Agreement shall act as security for the Assumed Obligations until such Assumed Obligations have been paid 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:full.
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has BV Borrower, SENSATA TECHNOLOGIES FINANCE, LLC, a Delaware limited liability company (the “US Borrower” and together with the BV Borrower, the “Borrowers”) and SENSATA TECHNOLOGIES INTERMEDIATE HOLDING B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, have entered into that certain Separation and Distribution Agreement, a Credit Agreement dated as of September 22May 12, 2016 2011 (such agreement, as it may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, being the “Transaction Credit Agreement”), between ) with 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 Lenders (as defined in the Transaction Credit Agreement), the Initial L/C Issuer (as defined in the Credit Agreement), the Initial Swing Line Lender (as defined in the Credit Agreement) and the equity interests Administrative Agent (as defined in the Credit Agreement). The Borrowers and their Subsidiaries have entered into or may from time to time enter into lines of certain direct credit (committed or uncommitted) and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred to the Borrower or its Subsidiaries other similar arrangements (the “ContributionBilateral Obligations”) with Lenders or their Affiliates and certain other financial institutions as initially set forth on Schedule XII of the Security Agreement and as such schedule may be amended from time to time upon written notice by the Borrowers to the applicable Lenders or Affiliates and certain other financial institutions (each, in such capacity, a “Bilateral Provider”), and . Each Pledgor is the equity interests owner of the Borrower shall be distributed to shares of stock or other Equity Interests (as defined in the shareholders of Honeywell Credit Agreement) (the “DistributionInitial Pledged Equity”), immediately after which, ) set forth opposite such Pledgor’s name on and as otherwise described in Part I of Schedule II hereto and issued by the Borrower shall constitute a separate company (collectively, the “Spin-Off”). Prior to the consummation Persons named therein and 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 indebtedness (the “Honeywell DividendInitial Pledged Debt”). As of the First Amendment Effective Date, the transactions ) set forth opposite such Pledgor’s name on and as otherwise described in this paragraph have been consummatedPart II of Schedule II hereto and issued by the obligors named therein. Accordingly, It is a condition precedent to the Borrower has requested, making of Loans by the Lenders and the Lenders have agreed, to extend credit subject to the conditions set forth herein in the form issuance of (a) Term A Loans (as hereinafter defined) in an aggregate principal amount Letters 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), Issuer under the Credit Agreement and (ii) $20,000,000 in aggregate principal amount may be in the form of Swing Line Loans (as hereinafter defined) provided entry into Secured Hedge Agreements by the Swing Line Lenders (as hereinafter defined)Hedge Banks from time to time that the Pledgors shall have granted the security interest contemplated by this Agreement. As of Each Pledgor will derive substantial direct and indirect benefit from 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 amount may be in the form of L/C Credit Extensions provided transactions contemplated by the L/C Issuers, Loan Documents and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and from each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:Bilateral Provider’s Bilateral Obligations.
Appears in 1 contract
Sources: Domestic Pledge Agreement (Sensata Technologies B.V.)
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 terms of the Acquisition 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 will acquire the Company and its subsidiaries (the “Honeywell DividendAcquisition”). As To fund a portion of the First Amendment Effective Datetransactions contemplated by the Acquisition Agreement, the transactions described in this paragraph have been consummatedSponsor and certain other investors (including the Management Investors) will make equity investments, directly or indirectly, to Holdings, which equity, when combined with the equity of the Management Investors that will be retained, rolled over or converted, if any, shall be no less than 25.0% of the total consolidated pro forma debt and equity of Holdings and its subsidiaries on the Closing Date after giving effect to the Transactions (but without giving effect to any Revolving Credit Loans borrowed hereunder on the Closing Date to fund any working capital needs) (such contribution and the retention, rollover or conversion, collectively, the “Equity Contribution”). AccordinglyTo consummate the Transactions, the Borrower has requested, and requested that the Lenders have agreed, to extend credit subject to the conditions set forth herein in the form of (a) Initial Dollar Term A Loans (as hereinafter defined) on the Closing Date in an aggregate principal amount of equal to $270,000,000 to the Borrower as provided herein and 1,953,100,000, (b) Revolving Credit Initial Euro Term Loans (as hereinafter defined) on the Closing Date in an aggregate principal amount equal to €1,000,000,000 and (c) a Revolving Credit Facility in an aggregate amount of up $250,000,000 in each case, subject to $155,000,000 to the Borrower increase as provided herein and ending on herein. The proceeds of the Maturity Date (as hereinafter defined) Initial Term Loans, together with the proceeds of which, at any time, not more than (i) $25,000,000 in aggregate principalthe Senior Notes, notional (ii) the Equity Contribution and (iii) a portion of the initial Revolving Credit Borrowing, will be used by the Borrower to directly or stated amount may be in indirectly consummate the form of Refinancing, to pay the costs and expenses related to the Transactions and to fund cash to the Borrower’s balance sheet. The applicable Lenders have indicated their willingness to lend and each L/C Credit Extensions (as hereinafter defined) provided by Issuer has indicated its willingness to issue Letters of Credit, in each case, on the L/C Issuers (as hereinafter defined), terms and (ii) $20,000,000 in aggregate principal amount may be in subject to 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)conditions set forth herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Sources: Credit Agreement (Avantor, Inc.)
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation the Second Amended and Distribution Restated Credit Agreement, dated as of September 22October 7, 2016 2010 (the “Transaction Existing Credit Agreement”)) with Bank of America, between N.A., as administrative agent, the Borrower lenders named therein (the “Existing Lenders”) and Honeywell International Inc., a Delaware corporation (“Honeywell”)the other parties thereto. Pursuant to the Transaction Bushnell Stock Purchase Agreement, Honeywell shall undertake a series the Borrower has agreed to purchase all 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 Bushnell from MidOcean Bushnell Holdings, L.P., a Delaware limited partnership. In order to finance the Bushnell Acquisition and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred to the Borrower or finance its Subsidiaries (the “Contribution”), ongoing working capital 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. Accordinglygeneral corporate purposes, the Borrower has requested, and the Lenders have agreed, to further amend and restate the Existing Credit Agreement in order to permit the Lenders 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) $40,000,000 300,000,000 in aggregate principal, notional or stated amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 in aggregate principal amount may be in the form of Swing Line Loans (as hereinafter defined) provided by the Swing Line Lenders. By execution of this Agreement, each of the Lenders (shall be deemed to have assumed from each of the Existing Lenders, as hereinafter defined)of the Restatement Closing Date, an undivided interest in all of the rights and obligations of the Existing Lenders under the Existing Credit Agreement such that, after giving effect to such sale and assignment as of the Restatement Closing Date, the Commitments of and the amount of Borrowings owing to each of the Lenders will be set forth on Schedule 2.01. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree to amend and restate the Existing Credit Agreement, in its entirety, as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into Certain terms that certain Separation are capitalized and Distribution used throughout this Agreement are defined in Exhibit I to this Agreement. References in the Exhibits hereto to “the Agreement” refer to this Agreement, dated as of September 22amended, 2016 (the “Transaction Agreement”)amended and restated, between the Borrower and Honeywell International Inc., a Delaware corporation (“Honeywell”)modified or supplemented from time to time. 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 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 whichherein, at any time, not more than (i) $25,000,000 the Seller desires to sell, transfer and assign receivables to the Purchaser, (ii) the Purchaser desires to acquire such receivables from time to time and (iii) the Servicers desire to service such receivables. This Agreement amends and restates in aggregate principalits entirety, notional as of the Closing Date, that certain Fifth Amended and Restated Receivables Purchase Agreement, dated as of December 15, 2014 (as amended, restated, supplemented or stated amount may otherwise modified prior to the Closing Date, the “Existing Agreement”), among the Seller, Manitowoc Funding, LLC, The Manitowoc Company, Inc., Garland, Convotherm, Manitowoc Deutschland, Foodservice UK, Foodservice Asia, the Purchaser and the Agent. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, subject to the Release Agreement, (i) the Seller, Garland, Convotherm, Manitowoc Deutschland, Foodservice UK and Foodservice Asia shall continue to be liable to the Purchaser, the Agent or any other Indemnified Party or Affected Person (as such terms are defined in the form of L/C Credit Extensions Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the Closing Date (as hereinafter definedcollectively, the “Existing Agreement Outstanding Amounts”) provided by and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the L/C Issuers (as hereinafter defined), Closing Date and (ii) $20,000,000 the security interest created under the Existing Agreement shall remain in aggregate principal amount may be in the form of Swing Line Loans (full force and effect 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 security for such Existing Agreement Outstanding Amounts until such Existing Agreement Outstanding Amounts have been paid in full and full. Upon the Term A Facility terminatedeffectiveness of this Agreement, 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject each reference to the satisfaction of the conditions set forth Existing Agreement in Section 4.01any Transaction Document or in any other document, the Lenders instrument or agreement shall mean and each L/C Issuer are willing be a reference to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:this Agreement.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Manitowoc Foodservice, Inc.)
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation Borrowers, the Lenders, the Co-Agents and Distribution Agreement, the Administrative Agent are parties to a Loan and Security Agreement dated as of September 22August 27, 2016 1999 (as amended and in effect, the "Loan Agreement"; terms defined therein and not otherwise defined herein being used herein as therein defined). WinsLoew intends to acquire the outstanding capital stock of Wabash Valley Manufacturing, Inc., an Indiana corporation ("Wabash"), pursuant to a Stock Purchase Agreement dated as of March __, 2000 (the “Transaction "Wabash Purchase Agreement”"), between WinsLoew and the Borrower and Honeywell International Inc.stockholders of Wabash named therein, a Delaware corporation (“Honeywell”). Pursuant copy of which has been provided to the Transaction AgreementAdministrative Agent, Honeywell shall undertake and in accordance with the provisions of Sections 10.11 and 12.4 of the Loan Agreement and the consent of the Lenders dated February 24, 2000. The Borrowers and the Lenders desire that Wabash become a "Borrower" under the Loan Agreement immediately upon consummation of such Acquisition. The Borrowers have also requested the Lenders' and the Administrative Agent's consent to (1) WPI's borrowing the proceeds of a series of transactions pursuant to which the assets and liabilities The Industrial Development Board of the AdvanSix Business City of Haleyville (as defined the "IDB") bonds intended to be issued on or about May 15, 2000 (the "Bonds") in an original principal amount not to exceed $4,000,000, such proceeds to be applied to reimburse WPI for WPI's acquisition of certain Real Estate and to pay Equipment purchase costs and (2) an increase of $4,000,000 in the Transaction Agreement) credit facilities governed by the Loan Agreement to support the issuance by Fleet National Bank of a Letter of Credit in a face amount not to exceed $4,000,000 for the benefit of the trustee for the Bonds to support WPI's obligations to the IDB under the loan agreement between them. Finally, in connection with the resignation of BankBoston, N.A. as Administrative Agent and the equity interests appointment of Fleet Capital Corporation ("FCC") as successor Administrative Agent, certain direct and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred amendments to the Borrower or its Subsidiaries (the “Contribution”), and the equity interests of the Borrower shall be distributed Loan Agreement are desirable 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 consummatedreflect FCC's corporate status. 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to Loan Agreement, the satisfaction of the conditions set forth in Section 4.01, Loans made by the Lenders and each L/C Issuer outstanding thereunder, the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are willing to extend such credit to the Borrower. Accordinglyhereby acknowledged, the parties hereto hereby agree as follows:
Appears in 1 contract
Sources: Loan and Security Agreement (Winsloew Furniture Inc)
PRELIMINARY STATEMENTS. The Borrower Junior Lender has entered into that certain Separation and Distribution Agreementor will be making to Platte Valley Homes LLLP, dated as of September 22, 2016 a Colorado limited liability limited partnership (the “Transaction AgreementBorrower”), between the following loans for the purpose of financing a portion of the costs of the acquisition and construction by the Borrower of a new multifamily residential rental project to be known as Platte Valley Homes (the “Project”) on the real property described in Exhibit A attached hereto (the “Mortgaged Property”): • a loan in the amount of $4,330,000 (the “DHA Second Loan (Acquisition)”), to be evidenced by a promissory note of even date herewith (the “DHA Second Loan (Acquisition) Note”) and Honeywell International Inc.secured by that certain second priority DHA Acquisition Loan Leasehold Deed of Trust, Security Agreement and Financing Statement (the “DHA Second Loan (Acquisition) Deed of Trust”) and that certain DHA Acquisition Loan Assignment of Leases and Rents (the “DHA Second Loan (Acquisition) Assignment of Leases and Rents”); • a Delaware corporation loan in the amount of $750,00 (the “HoneywellDHA Third Loan (Capital Grant Program Funds)”), to be evidenced by a promissory note of even date herewith (the “DHA Third Loan (Capital Grant Program Funds) Note”) and secured by that certain third priority DHA Capital Grant Program Funds Loan Leasehold Deed of Trust, Security Agreement and Financing Statement (the “DHA Third Loan (Capital Grant Program Funds) Deed of Trust”) and that certain DHA Capital Grant Program Funds Loan Assignment of Leases and Rents (the “DHA Third Loan (Capital Grant Program Funds) Assignment of Leases and Rents”); • a loan in the amount of $2,655,405 ($1,780,000 during construction) (the “DHA Fourth Loan (Program Funds)”), to be evidenced by a promissory note of even date herewith (the “DHA Fourth Loan (Program Funds) Note”) and secured by that certain fourth priority [DHA Program Funds Loan Leasehold Deed of Trust, Security Agreement and Financing Statement (the “DHA Fourth Loan (Program Funds) Deed of Trust”) and that certain DHA Program Funds Loan Assignment of Leases and Rents (the “DHA Fourth Loan (Program Funds) Assignment of Leases and Rents”); • a loan in the amount of $680,000 (the “DHA Fifth Loan (State HDG Funds)”), to be evidenced by a promissory note of even date herewith (the “DHA Fifth Loan (State HDG Funds) Note”) and secured by that certain fifth priority DHA State HDG Funds Loan Leasehold Deed of Trust, Security Agreement and Financing Statement (the “DHA Fifth Loan (State HDG Funds) Deed of Trust”) and that certain [DHA State HDG Funds Assignment of Leases and Rents (the “DHA Fifth Loan (State HDG Funds) Assignment of Leases and Rents”); and • a loan in the amount of $1,020,000 (the “DHA Sixth Loan (City Funds)”), to be evidenced by a promissory note of even date herewith (the “DHA Sixth Loan (City Funds)”) and secured by that certain sixth priority [DHA City Funds Loan Leasehold Deed of Trust, Security Agreement and Financing Statement (the “DHA Sixth Loan (City Funds) Deed of Trust”) and that certain DHA City Funds Assignment of Leases and Rents (the “DHA Sixth Loan (City Funds) Assignment of Leases and Rents”). 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 DateCollectively, (a) the Term A Loans were paid in full DHA Second Loan (Acquisition), DHA Third Loan (Capital Grant Program Funds), DHA Fourth Loan (Program Funds), DHA Fifth Loan (State HDG Funds) and DHA Sixth Loan (City Funds) are referred to herein as the Term A Facility terminated“Junior Loans”, and (b) the maximum aggregate principal amount DHA Second Loan (Acquisition) Note, DHA Third Loan (Capital Grant Program Funds) Note, DHA Fourth Loan (Program Funds) Note, DHA Fifth Loan (State HDG Funds) Note and DHA Sixth Loan (City Funds) Note are referred to herein as the “Junior Notes”, (c) the DHA Second Loan (Acquisition) Deed of the Revolving Credit Facility has increased to $425,000,000Trust, DHA Third Loan (Capital Grant Program Funds) Deed of whichTrust, at any timeDHA Fourth Loan (Program Funds) Deed of Trust, not more than DHA Fifth Loan (iState HDG Funds) $40,000,000 in aggregate principal, notional or stated amount may be in the form Deed of L/C Credit Extensions provided by the L/C IssuersTrust, and DHA Sixth Loan (iiCity Funds) $40,000,000 in aggregate principal amount may be in Deed of Trust are referred to herein as the form “Junior Deeds of Swing Line Loans Trust” and (d) the DHA Second Loan (Acquisition) Assignment of Leases and Rents, DHA Third Loan (Capital Grant Program Funds) Assignment of Leases and Rents, DHA Fourth Loan (Program Funds) Assignment of Leases and Rents, DHA Fifth Loan (State HDG Funds) Assignment of Leases and Rents, and DHA Sixth Loan (City Funds) Assignment of Leases and Rents are referred to herein as hereinafter defined) provided by the Swing Line Lenders (as hereinafter defined). In consideration “Junior Assignments of the mutual covenants Leases and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:Rents”.
Appears in 1 contract
Sources: Loan Agreement
PRELIMINARY STATEMENTS. The Guarantor is Parent (as defined in the Credit Agreement) to the Borrower has entered into (defined below), and party to that certain Separation Subsidiary Guaranty, dated as of August 12, 2010 (as amended, restated, amended and Distribution restated, supplemented or otherwise modified from time to time, the “Existing MLP Guaranty”). Foresight Energy LLC, a Delaware limited liability company and wholly owned subsidiary of the Guarantor (the “Borrower”), certain subsidiaries of the Borrower as subsidiary guarantors (the “Subsidiary Guarantors”) and the financial institutions and other Persons party thereto are party to a Second Amended and Restated Credit Agreement dated as of August 23, 2013 (as amended through the date hereof, the “Existing Credit Agreement”). The Guarantor is party to that certain Amendment Agreement, dated as of September 22August 30, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Transaction Amendment Agreement”), between with the Borrower Borrower, the Subsidiary Guarantors, each of the Lender Parties party thereto and Honeywell International Inc.Citibank, a Delaware corporation N.A., as Administrative Agent and Collateral Agent (“HoneywellAgent”). Pursuant to the Transaction terms of the Amendment Agreement, Honeywell shall undertake a series the Existing Credit Agreement will be amended and restated to the Third Amended and Restated Credit Agreement dated as of transactions pursuant to which the assets and liabilities of the AdvanSix Business August 30, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the capitalized terms defined in the Transaction Agreementtherein and not otherwise defined herein being used herein as therein defined) with certain Lender Parties party thereto and the equity interests of certain Agent as Collateral Agent and Administrative Agent. The Guarantor, as Parent to the Borrower, will derive substantial direct and indirect Subsidiaries benefits from the transactions contemplated by the Amendment Agreement and the Credit Agreement and may receive, directly or indirectly, a portion of Honeywell shall be contributed or otherwise transferred the proceeds of the Loans under the Credit Agreement. It is a condition precedent to the Borrower or its Subsidiaries (Amendment Agreement that the “Contribution”), Guarantor shall have executed and delivered this Guaranty in order to amend and restate 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:Existing MLP Guaranty.
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has (f/k/a Halyard Health, Inc.), the Guarantors (as defined in the Existing Credit Agreement) party thereto, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as Term Loan Administrative Agent (as defined in the Existing Credit Agreement), Citibank, as Revolving Administrative Agent and Swing Line Lender (each as defined in the Existing Credit Agreement), the other lenders party thereto and the other agents party thereto entered into that certain Separation and Distribution Credit Agreement, dated as of September 22October 31, 2016 2014 (as the same may have been amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”). The Borrower has requested that the Existing Credit Agreement be amended and restated in its entirety to (a) refinance (the “Transaction Closing Date Refinancing”) all Loans (as such term is defined in the Existing Credit Agreement”) outstanding thereunder and pay all accrued interest (regardless of whether then due and payable), between fees and other amounts, in each case outstanding under the Borrower Existing Credit Agreement with, and Honeywell International Inc., a Delaware corporation replace (“Honeywell”). Pursuant to the Transaction extent not repaid, prepaid or otherwise terminated prior to the Closing Date) the Facility (as such term is defined in the Existing Credit Agreement) with, Honeywell shall undertake a series of transactions pursuant to which the assets and liabilities of the AdvanSix Business Facility (as defined below) as provided in this Agreement and (b) amend certain other provisions of the Transaction Agreement) and the equity interests of certain direct and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred Existing Credit Agreement as hereinafter set forth. The Lenders have indicated their willingness to the Borrower or its Subsidiaries (the “Contribution”)lend, and the equity interests L/C Issuers have indicated their willingness to issue Letters of the Borrower shall be distributed to the shareholders of Honeywell (the “Distribution”)Credit, immediately after whichin each case, 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto agree that the Existing Credit Agreement is hereby amended and restated in its entirety, and hereby covenant and agree, as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has and certain of its Subsidiaries (such terms and each other capitalized term used but not defined in the recitals having the meaning provided in Section 1.1) have entered into that certain Separation the Second Amended and Distribution Restated Credit and Guaranty Agreement, dated as of September December 22, 2016 2004 (such agreement, as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transaction Existing Credit Agreement”)) with Bank of America, between N.A., as administrative agent, Barclays Bank PLC and Deutsche Bank Securities Inc., as syndication agents, ▇▇▇▇▇▇▇ Sachs Credit Partners L.P. and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Corporation, as documentation agents, and the other lenders party thereto. The Borrower has requested that Section 11.13 of the Existing Credit Agreement (including such amended Section 11.13) be amended by the vote of the Required Lenders under (and as defined in) the Existing Credit Agreement to read in its entirety as Section 11.13 of this Agreement, and immediately following the effectiveness of such amendment, that the Existing Credit Agreement (including such amended Section 11.13) be amended and restated in its entirety to become effective and binding on the Borrower and Honeywell International Inc., a Delaware corporation (“Honeywell”). Pursuant pursuant to the Transaction terms of this Agreement, Honeywell shall undertake a series of transactions pursuant to which and the assets Required Lenders (under and liabilities of the AdvanSix Business (as defined in the Transaction Existing Credit Agreement) have agreed to amend Section 11.13 of the Existing Credit Agreement to read in its entirety as set forth in this Agreement, and immediately following the effectiveness of the amendment to Section 11.13, the Lenders (including those Persons who become Lenders hereunder pursuant to Section 11.13) have agreed to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement. It has also been agreed by the parties to the Existing Credit Agreement that the Existing Letters of Credit shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, other than as referenced herein and other than for accrued fees and expenses, and indemnification provisions, accrued and owing under the terms of the Existing Credit Agreement on or prior to the date hereof or arising (in the case of an indemnification) under the terms of the Existing Credit Agreement, in each case to the extent provided for in the Existing Credit Agreement). The parties hereto agree that from and after the effectiveness of this Agreement, the obligations under the Existing Credit Agreement, including the terms of the extensions of credit outstanding thereunder, shall be continued as, and evidenced by, the Loans, Letters of Credit, Pre-Funded L/C Deposits and other Credit Agreement Obligations and Loan Documents. The Lenders and the equity interests L/C Issuers have indicated their willingness to continue extensions of certain direct credit under the Existing Credit Agreement as Loans and indirect Subsidiaries Letters of Honeywell shall be contributed or otherwise transferred to the Borrower or its Subsidiaries (the “Contribution”)Credit hereunder, and the equity interests make additional Loans, fund Pre-Funded L/C Deposits and continue existing or issue additional Letters 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 Credit 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has Lessor and Integrated Living Communities of San Antonio, L.P, a Delaware limited partnership ("Original Lessee") (successor by conversion to Integrated Living Communities of San Antonio, Inc., a Delaware corporation) entered into that certain Separation and Distribution Agreement, Lease Agreement dated as of September 22December 31, 2016 1996, which was amended by that certain First Amendment to Lease Agreement dated as of December 1, 1997, and which was further amended by that certain Second Amendment to Lease Agreement dated as of May 9, 2002 (as amended, the “Transaction Agreement”"Lease"), between the Borrower whereby Lessor agreed to lease to Original Lessee, and Honeywell International Inc.Original Lessee agreed to lease from Lessor, a Delaware corporation (“Honeywell”). Pursuant to the Transaction Agreementthat certain assisted living facility located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Drive, Honeywell shall undertake a series of transactions pursuant to which the assets San Antonio, Texas 78240, as more particularly described and liabilities of the AdvanSix Business (as defined in the Transaction AgreementLease (the "Leased Property"). A copy of the Lease is attached hereto as Exhibit "A". The Lease was assigned to Assignor by Original Lessee pursuant to that certain Assignment and Assumption of Lease Agreement (With Consent) dated as of May 9, 2002. Existing Guarantor executed a Guaranty of Payment and Performance dated May 9, 2002 ("Existing Guaranty"), in favor of Lessor, guaranteeing Assignor's obligations under the equity interests of certain direct Lease. Assignor now desires to assign to Assignee, and indirect Subsidiaries of Honeywell shall be contributed Assignee desires to accept the assignment of, any right, title or otherwise transferred interest Assignor has in and to the Borrower or its Subsidiaries (Leased Property as lessee under the “Contribution”)Lease, and the equity interests of the Borrower shall be distributed Assignor and Assignee desire Lessor to, among other things, consent to the shareholders of Honeywell (the “Distribution”)such assignment and to make certain other agreements and statements, immediately after which, the Borrower shall constitute a separate company (collectively, the “Spin-Off”). Prior all pursuant 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 this Assignment and Assumption of Lease Agreement (the “Honeywell Dividend”this "Agreement"). As Emeritus is the sole shareholder of ESC ▇.▇. ▇▇, INC., a Washington corporation, which is the First Amendment Effective Dategeneral partner of Assignee. Emeritus is required to make certain representations, the transactions described warranties and agreements in this paragraph have been consummated. Accordingly, the Borrower has requested, and the Lenders have agreed, to extend credit subject Agreement as a condition precedent to the conditions set forth herein in the form execution 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 this Agreement 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:Lessor.
Appears in 1 contract
Sources: Assignment and Assumption of Lease Agreement (Emeritus Corp\wa\)
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation the Amended and Distribution Restated Credit Agreement, dated as of September 22March 29, 2016 2007 (the “Transaction Existing Credit Agreement”)) with Bank of America, between N.A., as administrative agent, with the Borrower and Honeywell International Inc., a Delaware corporation lenders named therein (the “HoneywellExisting Lenders”). 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 other parties thereto. In order to finance its ongoing working capital 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. Accordinglygeneral corporate purposes, the Borrower has requested, and the Lenders have agreed, to further amend and restate the Existing Credit Agreement in order to permit the Lenders 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) $40,000,000 300,000,000 in aggregate principal, notional or stated amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 in aggregate principal amount may be in the form of Swing Line Loans (as hereinafter defined) provided by the Swing Line Lenders. By execution of this Agreement, each of the Lenders (shall be deemed to have assumed from each of the Existing Lenders, as hereinafter defined)of the Restatement Closing Date, an undivided interest in all of the rights and obligations of the Existing Lenders under the Existing Credit Agreement such that, after giving effect to such sale and assignment as of the Restatement Closing Date, the Commitments of and the amount of Borrowings owing to each of the Lenders will be set forth on Schedule 2.01. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree to amend and restate the Existing Credit Agreement, in its entirety, as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into parties hereto (other than the Additional Seller and the New Servicer) are parties to that certain Separation Fourth Amended and Distribution Restated Receivables Purchase Agreement, dated as of November 1, 2013, as amended by the First Amendment and Joinder, dated as of November 3, 2014, the Second Amendment, dated as of November 14, 2016, the Third Amendment, dated as of August 30, 2017, the Fourth Amendment, dated as of September 2230, 2016 2019, the Fifth Amendment, dated as of May 13, 2022, and the Sixth Amendment, dated as of September 30, 2022 (as amended, restated, supplemented or otherwise modified from time to time up to the date hereof, the “Transaction Existing Agreement”), between the Borrower . The Original Seller has transferred and Honeywell International Inc., a Delaware corporation (“Honeywell”). Pursuant assigned to the Transaction Purchasers pursuant to the Existing Agreement, Honeywell shall undertake a series of transactions and desires to continue to transfer and assign to the Purchasers pursuant to which the assets this Agreement Purchaser Interests from time to time. The Additional Seller wishes to transfer 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 assign to the Borrower or its Subsidiaries (Purchasers pursuant to this Agreement Purchaser Interests from time to time. The Sellers wish to designate and appoint the “Contribution”), and the equity interests of the Borrower shall be distributed New Servicer as Servicer hereunder with respect to the shareholders of Honeywell (Purchaser Interests sold by the “Distribution”), immediately after which, Sellers. The Sellers wish to designate and appoint the Borrower shall constitute Original Servicer as a separate company Permitted Sub-Servicer hereunder with respect to the Purchaser Interests sold by the Original Seller (collectively, the “Spin-OffLegacy Receivables”). Prior Each Conduit may, in its absolute and sole discretion, purchase the Purchaser Interests from the Sellers from time to time. In the consummation event that any Conduit declines to make any purchase of Purchaser Interests or if the related Purchaser Group does not include a Conduit, the applicable Related Financial Institution(s) will, at the request of the Spin-OffAdditional Seller, for itself and/or on behalf of the Borrower will borrow certain amounts under the Facilities (as hereinafter defined) on the Closing Date Original Seller, purchase such Purchaser Interests from time to time 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 herein. On 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained terms and subject to the satisfaction of the conditions set forth in Section 4.01herein, the Lenders ▇▇ ▇▇▇▇▇ have agreed to issue Letters of Credit, and each L/C Issuer are Financial Institution has agreed to acquire risk participations in such Letters of Credit. MUFG has been requested and is willing to extend such credit to act as Agent on behalf of the BorrowerPurchasers and Managing Agents in accordance with the terms hereof. Accordingly, the The parties hereto agree now desire to amend and restate the Existing Agreement in its entirety to read as follows:set forth herein.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Cardinal Health Inc)
PRELIMINARY STATEMENTS. The Borrower has entered into Borrower, Equity Holder, BISF Agent, LLC, in its capacity as administrative agent, Collateral Agent, Paying Agent, Document Custodian and the Lenders are party to that certain Separation and Distribution Credit Agreement, dated as of September November 22, 2016 2019 (as amended, restated, supplemented and/or modified prior to the date hereof, including pursuant to (i) that certain Amendment ▇▇. ▇, ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇, ▇▇▇▇ (▇▇) that certain Tertiary Draw and Commitment Agreement, Waiver and Amendment dated as of December 20, 2020 and (iii) that certain Amendment, Limited Waiver and Consent, dated as of May 10, 2021, the “Transaction Existing Credit Agreement”), between the Borrower and Honeywell International Inc.together with any other agreements, a Delaware corporation (“Honeywell”). Pursuant instruments, and documents heretofore, evidencing, securing, guaranteeing or otherwise relating to the Transaction Agreement, Honeywell shall undertake a series of transactions pursuant to which the assets and liabilities of the AdvanSix Business Obligations (as defined in the Transaction Agreementtherein) 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”)thereunder, 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-OffExisting Loan Documents”). Prior The Borrower has requested that, upon satisfaction or waiver of the conditions set forth in Sections 4.01 and 4.02, as applicable, the Lenders extend credit to the consummation Borrower in the form of (i) the Initial Term Loans in an initial aggregate principal amount equal to the aggregate Initial Commitment of all of the Spin-Off, Lenders (which shall be effectuated pursuant to the Borrower will borrow certain amounts under Cashless Roll described in Section 1.10) and (ii) after the Facilities (as hereinafter defined) on the Restatement 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 Section 4.02), the form of (a) Delayed Draw Term A Loans (as hereinafter defined) in an initial aggregate principal amount equal to $11,679,000.00, and in any case not to exceed the aggregate unused portion of $270,000,000 the Delayed Draw Term Loan Commitments of all of the Lenders following the consummation of the Transactions. Any Lender holding Loans under the Existing Credit Agreement immediately prior to the Borrower effectiveness of this Agreement that will not be a Lender hereunder is referred to herein as provided herein and (b) Revolving an “Exiting Lender”. If a continuing Lender receives an allocation under this Agreement that is less than the principal balance of its original Loans under the Existing Credit Loans (as hereinafter defined) in Agreement, then such Lender shall be considered an aggregate principal amount of up to $155,000,000 Exiting Lender with respect to the Borrower as provided herein difference between its original Loan principal balance and ending on its new Loan principal balance under this Agreement. The proceeds of the Maturity Date (as hereinafter defined) of whichTerm Loans will be used by the Borrower, at any timedirectly or indirectly, not more than to fund (i) $25,000,000 in aggregate principalcash on the balance sheet, notional (ii) the Borrower’s portion of the development, construction and operating costs associated with or stated amount may be in the form of L/C Credit Extensions (as hereinafter defined) provided by the L/C Issuers related to certain Projects (as hereinafter defined), including, without limitation, any initial working capital 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, (aiii) the Term A Loans were paid in full Transactions and the Term A Facility terminated, and (b) Transaction Expenses. The applicable Lenders have indicated their willingness to lend on 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained terms and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:herein.
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation This Agreement amends and Distribution restates in its entirety, as of the Restatement Date (as defined below), the Receivables Purchase Agreement, dated as of September 22July 15, 2016 2021 (as amended, restated, supplemented or otherwise modified prior to the Restatement Date, the “Transaction Prior Agreement”), between among each of the Borrower and Honeywell International Inc., a Delaware corporation (“Honeywell”)parties hereto. Pursuant to Upon the Transaction effectiveness of this Agreement, Honeywell shall undertake a series of transactions pursuant to which the assets terms and liabilities provisions of the AdvanSix Business Prior Agreement shall, subject to this paragraph, be superseded and replaced by the terms and provisions of this Agreement in their entirety. Notwithstanding the amendment and restatement of the Prior Agreement by this Agreement, (i) the Seller and Servicer shall continue to be liable to Agent and any other Seller Indemnified Party, Servicer Indemnified Party or Secured Parties (as such terms are defined in the Transaction Prior Agreement) and for all Seller Obligations (as such term is defined in 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”Prior Agreement), fees and expenses which are accrued and unpaid under the equity interests of Prior Agreement on the Borrower shall be distributed to the shareholders of Honeywell (the “Distribution”), immediately after which, the Borrower shall constitute a separate company Restatement Date (collectively, the “Spin-OffPrior Agreement Outstanding Amounts”). Prior ) and all agreements to indemnify and pay any costs to such parties in connection with events or conditions arising or existing prior to the consummation Restatement Date, and nothing contained in this amendment and restatement shall constitute payment of, or impair or limit cancel or extinguish, or constitute a novation in respect of, any of the Spin-OffPrior Agreement Outstanding Amounts or such other obligations, the Borrower will borrow certain amounts liabilities or indemnifications evidenced by or arising under the Facilities Prior Agreement and all such Prior Agreement Outstanding Amounts and such other obligations, liabilities or indemnifications shall constitute Seller Obligations under this Agreement and (ii) the liens and security interests created under the Prior Agreement shall not in any manner be impaired, limited or terminated and shall remain in full force and effect as hereinafter defined) security for the Prior Agreement Outstanding Amounts and all other Seller Obligations. Upon the effectiveness of this Agreement, each reference to the Prior 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 Prior Agreement. The Transferor has acquired, and will acquire from time to time, Receivables from the other Originators pursuant to the Purchase and Sale Agreement. The Seller has acquired, and will acquire from time to time, Receivables from the Transferor pursuant to the Sale and Contribution Agreement. The Seller has requested that the Investors make Investments from time to time to the Seller 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 requestedterms, and the Lenders have agreed, to extend credit subject to the conditions set forth herein in herein, secured by, among other things, 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)Receivables. In consideration of the mutual agreements, provisions and covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01herein, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglysufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has Morningstar and Buyer entered into that certain Separation and Distribution AgreementReceivables Transfer Agree ment, dated as of September 22June 30, 2016 2000 (as amended, restated or otherwise modified prior to the “Transaction date hereof, the "Original Transfer Agreement”"), between pursuant to which Morningstar sold and assigned to Buyer, and Buyer purchased from Morningstar, all of Morningstar's right, title and interest in and to Morningstar's Receivables, together with the Borrower Related Security and Honeywell International Inc.Collections with respect thereto. Morningstar desires to continue to sell and assign to Buyer, and Buyer desires to continue to purchase Morningstar's Receivables and the Related Security and Collections with respect thereto. Buyer continues to own all Receivables of Morningstar outstanding as of the close of business on the Business Day immediately prior to the date hereof and previously conveyed pursuant to the Original Transfer Agreement (such Receivables, the "Previously Sold Receivables"). Morningstar and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Morningstar to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither Morningstar nor Buyer intend these transactions to be, or for any purpose (other than tax) to be characterized as, loans from Buyer to Morningstar. Following the purchase of Receivables from Morningstar, Buyer will sell its interests therein and in the associated Related Security and Collections pursuant to that certain Amended and Restated Receivables Sale Agreement dated as of December 21, 2001 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the "Sale Agreement") among Buyer, as an Originator (as defined under the Sale Agreement), the other Originators named therein, and Dairy Group Receivables, L.P. (f/k/a Suiza Receivables, L.P., a Delaware corporation limited partnership (“Honeywell”"Dairy Group L.P."). Pursuant to AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT Following the Transaction Agreementpurchase of such Receivables from the Originators, Honeywell shall undertake a series of transactions Dairy Group L.P. will sell undivided interests therein and in the associated Related Security and Collections pursuant to which that certain Amended and Restated Receivables Purchase Agreement dated as of December 21, 2001 (as the assets and liabilities of same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the AdvanSix Business "Purchase Agreement") among Dairy Group, L.P., the Originators, as Servicers, the Companies (as defined in therein), the Transaction Agreementfinancial institutions from time to time party thereto as "Financial Institutions" and Bank One, NA (Main Office Chicago) and the equity interests of certain direct and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred any successor agent appointed pursuant to the Borrower or its Subsidiaries (the “Contribution”), and the equity interests terms of the Borrower shall be distributed to Purchase Agreement, as agent for the shareholders of Honeywell Companies and such Financial Institutions (the “Distribution”), immediately after whichin such capacity, the Borrower shall constitute a separate company (collectively, the “Spin-Off”"Agent"). Prior Morningstar and Buyer now desire to amend and restate the consummation of the Spin-OffOriginal Transfer Agreement in its entirety, the Borrower will borrow certain amounts under the Facilities (as hereinafter defined) on the Closing Date on subject to 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:herein.
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has Certain of the Originators (the "Existing Originators") and Buyer entered into that certain Separation and Distribution Receivables Sale Agreement, dated as of September 22June 30, 2016 2000 (as amended, restated or otherwise modified prior to the “Transaction date hereof, the "Original Sale 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 Existing Originators sold all of their Receivables and liabilities certain related property to Buyer. The Existing Originators desire to continue to sell and assign to Buyer, and the other Originators now desire to sell and assign to Buyer, all of each such Originator's right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Buyer desires to purchase such Receivables, Related Security and Collections. Buyer continues to own all Receivables of the AdvanSix Existing Originators outstanding as of the close of business on the Business Day immediately prior to the date hereof and previously conveyed pursuant to the Original Sale Agreement (such Receivables, the "Previously Sold Receivables"). 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 the Originators nor Buyer intend these transactions to be, or for any purpose (other than tax) to be characterized as, loans from Buyer to any Originator. Following the purchase of Receivables from the Originators, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Amended and Restated Receivables Purchase Agreement dated as of December 21, 2001 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the "Purchase Agreement") among Buyer, the Servicers (as defined in therein), the Transaction Agreement) Companies (as defined therein), the financial institutions from time to time party thereto as "Financial Institutions" and Bank One, NA (Main Office Chicago), as agent for the equity interests of certain direct Companies and indirect Subsidiaries of Honeywell shall be contributed AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT Financial Institutions or otherwise transferred any successor agent appointed pursuant to the Borrower or its Subsidiaries (the “Contribution”), and the equity interests terms of the Borrower shall be distributed to the shareholders of Honeywell Purchase Agreement (the “Distribution”), immediately after whichin such capacity, the Borrower shall constitute a separate company (collectively, the “Spin-Off”"Agent"). Prior to the consummation Each of the Spin-OffOriginators and Buyer now desire to amend and restate the Original Sale Agreement in its entirety, the Borrower will borrow certain amounts under the Facilities (as hereinafter defined) on the Closing Date on subject to 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:herein.
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into Certain terms that certain Separation are capitalized and Distribution used throughout this Agreement are defined in Exhibit I. References in the Exhibits, Schedules and Annexes hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Purchase Agreement, dated as of September 22February 11, 2016 2013 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transaction Prior Agreement”), between among each of the Borrower parties hereto (other than the LC Bank and Honeywell International Inc.LC Participants), a Delaware corporation (“Honeywell”)Credit Agricole Corporate and Investment Bank and Atlantic Asset Securitization LLC. Pursuant to Upon the Transaction effectiveness of this Agreement, Honeywell shall undertake a series of transactions pursuant to which the assets terms and liabilities provisions of the AdvanSix Business Prior Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Prior Agreement by this Agreement, (i) the Seller and Servicer shall continue to be liable to PNC and any other Indemnified Party or Affected Person (as such terms are defined in the Transaction Prior Agreement) for fees and expenses which are accrued and unpaid under the equity interests of certain direct and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred to Prior Agreement on 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 date hereof (collectively, the “Spin-OffPrior Agreement Outstanding Amounts”). Prior ) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the consummation effective date of this Agreement and (ii) the Spin-Off, the Borrower will borrow certain amounts security interest created under the Facilities Prior Agreement shall remain in full force and effect as security for such Prior Agreement Outstanding Amounts until such Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Prior Agreement in any other Transaction Document 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 Prior Agreement. The Seller (i) desires to sell, transfer and assign an undivided variable percentage ownership interest in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage ownership interest, as hereinafter definedsuch percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) on the Closing Date on may, subject to the terms and conditions provided herein. Following hereof, request that the initial funding LC Bank issue or cause the issuance of the Facilities on the Closing Date, the Borrower shall pay a dividend to Honeywell (the “Honeywell Dividend”). As one or more Letters 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)Credit. In consideration of the mutual agreements, provisions and covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01herein, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglysufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Appears in 1 contract
Sources: Receivables Purchase Agreement (Cloud Peak Energy Inc.)
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 AgreementContribution and Distribution Documents (as hereinafter defined), Honeywell shall undertake a series Cardinal Health, Inc. (“Cardinal Health”) (a) will transfer to the Borrower stock of transactions pursuant to which certain entities holding certain assets, liabilities and operations of the clinical and medical products businesses of Cardinal Health, as well as other certain related miscellaneous 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 (b) will distribute at least 80% of the equity interests outstanding shares of the common stock of the Borrower shall be distributed (the “Company Stock”) to the Cardinal Health’s shareholders of Honeywell (the “Distribution” and together with the Contribution, the “Separation”), immediately after whichrespectively, as detailed in 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 Form 10 (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, filed by the Borrower shall pay a dividend to Honeywell (with 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 SEC (as hereinafter defined) in an aggregate principal amount of $270,000,000 ). The Borrower has requested that from time to time, the Lenders make revolving credit loans to the Borrower. It is a condition to the obligations of the Lenders to extend credit under this Agreement that, among other conditions, the Separation is consummated pursuant to the Contribution and Distribution Documents and the Borrower as provided herein and (b) Revolving Credit Loans (as hereinafter defined) shall have received proceeds in an the aggregate principal amount of up to $155,000,000 1,400,000,000, which may be funded under a bridge loan facility pursuant to the Borrower as provided herein and ending on the Maturity Date Bridge Loan Agreement (as hereinafter defined) (the “Bridge Loan”), which shall be used for the payment to Cardinal Health 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 Special Distribution (as hereinafter defined) provided by required for consummation of the L/C Issuers (as hereinafter defined)Separation. In furtherance of the foregoing, the Borrower has requested that the Lenders provide a revolving credit facility, and (ii) $20,000,000 in aggregate principal amount may be in the form of Swing Line Loans (as hereinafter defined) provided by Lenders have indicated their willingness to lend, on the Swing Line Lenders (as hereinafter defined). As of terms and subject to 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)conditions set forth herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into Pursuant to that certain Separation Agreement and Distribution AgreementPlan of Merger, dated as of September 22December 9, 2016 2025 (as amended, supplemented or otherwise modified from time to time, and together with all schedules and exhibits thereto, the “Transaction Acquisition Agreement”), by and between WNA (as defined below), Napa Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of WNA, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as representative of the Borrower and Honeywell International stockholders, Newfront Insurance Holdings, 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 “ContributionAcquired Business”), and the equity interests of other parties party thereto, WNA will acquire the Borrower shall be distributed to the shareholders of Honeywell Acquired Business (the “Distribution”), immediately after which, the Borrower shall constitute a separate company (collectivelysuch acquisition, the “Spin-OffNapa Acquisition”). Prior to In connection with the consummation of the Spin-OffNapa Acquisition, the Borrower will borrow certain amounts under Company has requested that the Facilities (as hereinafter defined) on Lenders make available to it a senior unsecured delayed draw term loan facility in an aggregate principal amount up to $775,000,000, and the Closing Date Lenders are willing to do so on the terms and conditions provided set forth herein. Following the initial funding The proceeds of the Facilities Loans shall be used by the Borrowers (i) on the Closing DateAcquisition Date (as defined below) to finance a portion of the Napa Acquisition, (ii) to refinance certain outstanding indebtedness of the Company, the Borrower shall pay a dividend Parent and their respective Subsidiaries, (iii) to Honeywell (finance the “Honeywell Dividend”). As working capital and other general corporate purposes of the First Amendment Effective DateBorrower and its Subsidiaries (including, but not limited to, capital expenditures, permitted acquisitions and other lawful corporate purposes) and (iv) to pay costs, fees and expenses in connection with the foregoing and in connection with the execution and delivery of this Agreement and the Loan Documents and the incurrence of the Facility. In furtherance of the foregoing, the transactions described in this paragraph have been consummated. Accordingly, Lenders are willing to make available the Borrower has requested, Facility on the terms 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Sources: Term Loan Credit Agreement (Willis Towers Watson PLC)
PRELIMINARY STATEMENTS. The Borrower has Certain of the Loan Parties, the Administrative Agent, the Collateral Agent and certain of the Lenders, among others, have entered into that certain Separation an Amended and Distribution Agreement, Restated Credit Agreement dated as of May 24, 2013 (as amended from time to time and currently in effect immediately prior to the effectiveness of this Agreement, the “Existing ABL Credit Agreement”). On September 229, 2016 2015 (the “Transaction AgreementPetition Date”), 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 each of the AdvanSix Business Domestic Loan Parties (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 (herein, collectively, the “ContributionDebtors”), and the equity interests of the Borrower shall be distributed to the shareholders of Honeywell (the “Distribution”), immediately after which, the Borrower shall constitute ) filed a separate company voluntary petition for relief (collectively, the “Spin-OffCases”) under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). Prior The Debtors are continuing in the possession of their assets and continuing to operate their respective businesses and manage their respective properties as debtors and debtors in possession under Sections 1107(a) and 1108 of the Bankruptcy Code. The Debtors and the other Loan Parties have requested that (a) the Lenders make available to the consummation Domestic Borrowers, from and after the date of entry of the SpinInterim Order (the “Interim Order Date”), a senior secured, super-Offpriority debtor-in-possession revolving credit facility and (b) that the terms of the Existing ABL Credit Agreement be amended and restated in their entirety, the Borrower will borrow certain amounts under the Facilities (as hereinafter defined) on the Closing Date all on the terms and conditions provided set forth herein. Following the initial funding In furtherance of the Facilities foregoing, the Debtors and the other Loan Parties have also requested that (a) on the Closing Interim Order Date (or within one Business Day thereafter), the Canadian Lenders and the Australian Lenders, respectively, shall make loans to each of the Canadian Borrower and the Australian Borrower, respectively, in an amount equal to the principal balance of the Credit Extensions owed to General Electric Capital Corporation and ▇▇▇▇▇ Fargo Bank, National Association and their respective Affiliates by each such Borrower as of the Petition Date, the Borrower proceeds of such loans shall pay a dividend be used to Honeywell (repay such lenders the “Honeywell Dividend”). As aggregate amount of their respective Credit Extensions, in each case, upon the First Amendment Effective Date, the transactions described in this paragraph have been consummated. Accordingly, the Borrower has requested, terms and the Lenders have agreed, to extend credit subject to the conditions set forth herein in herein. To provide security for the form repayment of (a) Term A Loans (as hereinafter defined) in an aggregate principal amount all obligations of $270,000,000 to the Borrower as provided herein Loan Parties hereunder and (b) Revolving Credit Loans (as hereinafter defined) in an aggregate principal amount of up to $155,000,000 to under 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)other Loan Documents, and (ii) $20,000,000 in aggregate principal amount may be in the form addition to all other all other property 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and Loan Party that is subject to the satisfaction Liens granted on the “Collateral” (as defined in the Existing ABL Credit Agreement) in favor of any Agent securing the Existing ABL Obligations (as defined herein) (such Liens, the “Existing ABL Liens”), each of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit Debtors will provide to the Borrower. Accordingly, Agent (for the parties hereto agree benefit of the Credit Parties) the following (as follows:more fully described herein):
Appears in 1 contract
Sources: Senior Secured Debtor in Possession Credit Agreement (Quiksilver Inc)
PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I to this Agreement. Capitalized terms not defined herein are used as defined in the Purchase Agreement or, if not defined in the Purchase Agreement, the Credit Agreement. References in the Exhibits to the “Agreement” refer to this Agreement, as amended, modified or supplemented from time to time. All interest rate and yield determinations referenced herein shall be expressed as a decimal and rounded, if necessary, to the nearest one hundredth of a percentage point in the manner set forth herein (as applicable). The Borrower Seller has acquired, and may continue to acquire, Receivables and Related Security from the Originator, either by purchase or by contribution to the capital of the Seller, in accordance with the terms of the Purchase Agreement. The Seller is prepared to sell undivided fractional ownership interests (referred to herein as “Receivable Interests”) in the Pool Receivables. The Purchasers may, in their sole discretion, purchase such Receivable Interests in the Pool Receivables, and the Banks are prepared to purchase such Receivable Interests in the Pool Receivables, in each case on the terms set forth herein. Certain parties hereto previously entered into that certain Separation Second Amended and Distribution Restated Receivables Purchase Agreement, dated as of September 2228, 2016 2011, as amended by that certain Assignment and Acceptance and Amendment Agreement, dated as of December 23, 2011 and as further amended and supplemented as of February 2, 2012, May 18, 2012 and September 24, 2012 (the “Transaction Existing Agreement”). a previous purchase), between being referred to herein as the Borrower initial “Capital” of each Receivable Interest in the Pool Receivables then being purchased), (ii) the date of such purchase (which shall be a Business Day) and Honeywell International Inc.(iii) unless the purchase will be funded with Pooled Commercial Paper and except with respect to any purchase being made by ST, PNC or, BMO or TD (in their respective capacities as a Delaware corporation (“Honeywell”Bank). Pursuant to , the Transaction Agreement, Honeywell shall undertake a series of transactions pursuant to which the assets and liabilities desired duration of the AdvanSix Business (as defined initial Fixed Period for each such Receivable Interest in the Transaction Agreement) and the equity interests of certain direct and indirect Subsidiaries of Honeywell Pool Receivables. Each Purchaser Agent which has a related Purchaser shall be contributed or otherwise transferred to the Borrower or its Subsidiaries promptly thereafter (the “Contribution”), and the equity interests of the Borrower shall be distributed to the shareholders of Honeywell but in no event later than 11:00 a.m. (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 definedNew York City time) on the Closing Date on proposed date of purchase) notify the Seller and the Administrative Agent whether such respective Purchaser has determined to make a purchase and, if so, whether all of the terms and conditions provided herein. Following specified by the initial funding of the Facilities on the Closing Date, the Borrower shall pay a dividend Seller are acceptable 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, such Purchaser and the Lenders have agreed, yield with respect to extend credit subject to such purchase and the conditions set forth herein in amount of interest that will be due for the form of related Settlement Period. If (a) Term A Loans (as hereinafter defined) in an aggregate principal amount of $270,000,000 a Purchaser has determined not to the Borrower as provided herein and make a proposed purchase, or (b) Revolving Credit Loans (as hereinafter defined) in an a Purchaser Agent does not have a related Purchaser, the respective Purchaser Agent shall promptly send notice of the proposed purchase to all of the Related Banks of such Purchaser Agent concurrently specifying the date of such purchase, each such Bank’s Percentage multiplied by the aggregate principal amount of up to $155,000,000 to Capital of 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 Receivable Interests in the form Pool Receivables being purchased, and, except with respect to any purchase being made by ST, PNC or, BMO or TD (in their respective capacities as a Bank), the Assignee Rate for the Fixed Period for such Receivable Interest in the Pool Receivables and the duration of L/C Credit Extensions (as hereinafter defined) provided the Fixed Period for such Receivable Interest in the Pool Receivables. The Seller shall indemnify the Purchasers and the Banks against any loss or expense incurred by the L/C Issuers (Purchasers and/or the Banks, either directly or indirectly, as hereinafter defined), and (ii) $20,000,000 in aggregate principal amount may be in the form a result of Swing Line Loans (as hereinafter defined) provided any failure by the Swing Line Lenders (as hereinafter defined). As Seller to complete such transfer, including, without limitation, any loss or expense incurred by the Purchasers and/or the Banks by reason 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 liquidation or reemployment 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 amount may be in the form of L/C Credit Extensions provided funds acquired by the L/C IssuersPurchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and (iireemployment of funds) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend fund such credit to the Borrower. Accordingly, the parties hereto agree as follows:transfer.
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into that Originator now owns, and from time to time hereafter will own, Receivables. Originator wishes to sell and assign to Buyer, and Buyer wishes to purchase from Originator, all of Originator’s right, title and interest in and to such Receivables, together with the Related Security and Collections with respect thereto. Originator and Buyer intend the transactions contemplated hereby to be true sales of the Receivables from Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Originator and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator. Following the purchase of Receivables from Originator, (a) Buyer will sell or contribute certain Separation of its trade receivables, including the Receivables acquired from and Distribution Agreementall rights and remedies against Originator hereunder, dated as of September 22to Originator’s wholly-owned Subsidiary, 2016 (the “Transaction Agreement”)Red Bird Receivables, 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 “ContributionSPE”), pursuant to that certain Receivables Sale and Contribution Agreement dated as of December 26, 2001 (as the equity interests of the Borrower shall same may from time to time hereafter be distributed to the shareholders of Honeywell (the “Distribution”)amended, immediately after whichsupplemented, the Borrower shall constitute a separate company (collectivelyrestated or otherwise modified, the “Spin-OffSale and Contribution Agreement”). 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, between Buyer 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 terminatedSPE, and (b) following the maximum aggregate principal amount purchase of Receivables from the Revolving Buyer, the SPE will borrow and pledge its assets pursuant to that certain Credit Facility has increased and Security Agreement dated as of December 26, 2001 (as the same may from time to $425,000,000time hereafter be amended, supplemented, restated or otherwise modified, the “Credit and Security Agreement”) among the SPE, as Borrower, the Buyer, as initial Servicer, International Paper Company, as Performance Guarantor, Blue Ridge Asset Funding Corporation (“Blue Ridge”), Victory Receivables Corporation (“Victory,” together with Blue Ridge, the “Conduits”), The Bank of whichTokyo-Mitsubishi, at any timeLtd., not more than New York Branch (i“BTM”), in its capacity as a Liquidity Bank to Victory (“Victory Liquidity Bank”) $40,000,000 in aggregate principal, notional or stated amount may be in and as agent for Victory (the form of L/C Credit Extensions provided by the L/C Issuers“Victory Agent”), and Wachovia Bank, N.A. (ii“Wachovia”) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:or any successor agent
Appears in 1 contract
Sources: Receivables Sale Agreement (International Paper Co /New/)
PRELIMINARY STATEMENTS. The Borrower has entered into requested that certain Separation and Distribution upon satisfaction (or waiver) of the conditions precedent set forth in Article IV, the Lenders extend credit to the Borrower in the form of $345,000,000 of Initial Term Loans. Pursuant to the Acquisition Agreement, dated as of September 22, 2016 the Borrower will acquire (the “Transaction AgreementAcquisition”)) from the WCG Holdco IV LLC, between a Delaware corporation (the Borrower “Seller”) all of Seller’s right title and Honeywell International interest in and to all of its equity interests in each WCG Holdings IV Inc., a Delaware corporation (“HoneywellHoldings IV”) and WCG Market Intelligence & Insights Inc., a Delaware corporation (“WCG Market Intelligence” and, together with Holdings IV, the “Acquired Business”). Pursuant On or prior 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 whichClosing Date, the Borrower shall constitute a separate company (collectivelySponsors, Co-Investors and Company Persons will, directly or indirectly make the “Spin-Off”)Minimum Equity Contribution. 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 On the Closing Date, the Borrower shall pay a dividend will enter into the First Lien Credit Agreement pursuant to Honeywell which First Lien Lenders will extend credit to the Borrower in the form of $920,000,000 of first lien term loans and $125,000,000 of revolving commitments on the Closing Date, in each case, as first lien secured credit facilities. On the Closing Date, the Borrower will repay or cause to be repaid all outstanding Indebtedness under, terminate any commitments under, and cause to be released any Liens securing obligations under (the “Honeywell DividendClosing Date Refinancing”) (i) that certain First Lien Credit Agreement, dated as of October 21, 2016, by and among the Seller, certain affiliates of the Seller as borrowers thereto, certain affiliates of the Seller as guarantors party thereto, the lenders from time to time party thereto and ▇▇▇▇▇ Capital Markets LLC, as administrative agent (as amended, restated, amended and restated from time to time), and (ii) that certain Second Lien Credit Agreement, dated as of August 15, 2016, by and among the Seller, certain affiliates of the Seller as borrowers thereto, certain affiliates of the Seller as guarantors party thereto, the lenders from time to time party thereto, and Guggenheim Corporate Funding, LLC as administrative agent (as amended, restated, amended and restated from time to time) (collectively, the “Existing Indebtedness”). As The proceeds of the First Amendment Effective DateLoans will be used to finance the Transactions, the transactions described in for working capital and other purposes permitted by this paragraph have been consummated. Accordingly, the Borrower has requestedAgreement, and the in any event in accordance with Section 6.16. The applicable Lenders have agreed, indicated their willingness to extend credit make Loans on the terms and 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
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, supplemented or otherwise modified from time to time. The Borrower has entered into Seller (i) desires to sell, transfer and assign an undivided percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that certain Separation are made by such Purchasers and Distribution (ii) may, subject to the terms and conditions hereof, request that an LC Bank issue or cause the issuance of one or more Letters of Credit. This Agreement amends and restates in its entirety, as of the Restatement Date, the Second Amended and Restated Receivables Purchase Agreement, dated as of September 22May 5, 2016 2017 (as amended, supplemented or otherwise modified prior to the date hereof, the “Transaction Prior Agreement”), between among the Borrower Seller, the Servicer, the various conduit purchasers, related committed purchasers, LC participants and Honeywell International Inc.purchaser agents party thereto, a Delaware corporation (“Honeywell”)and PNC, as the administrator. Pursuant to Notwithstanding the Transaction amendment and restatement of the Prior Agreement by this Agreement, Honeywell (i) the Seller and the Servicer shall undertake a series of transactions pursuant continue to which the assets and liabilities be liable to each of the AdvanSix Business (Indemnified Parties and Affected Persons for the fees and expenses payable by the Seller and/or the Servicer, as defined in applicable, which are accrued and unpaid under the Transaction Agreement) and Prior Agreement on 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 date hereof (collectively, the “Spin-OffPrior Agreement Outstanding Amounts”). Prior ) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the consummation effective date 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), Agreement and (ii) $20,000,000 the security interest 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 favor of the First Amendment Effective Date, (a) Administrator created under the Term A Loans were Prior Agreement shall remain in full force and effect as security for such Prior Agreement Outstanding Amounts until such Prior Agreement Outstanding Amounts shall have been paid in full full. Upon the effectiveness of this Agreement, each reference to the Prior 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 Term A Facility terminatedcontrary, and (b) is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)Prior Agreement. In consideration of the mutual agreements, provisions and covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01herein, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglysufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into that Borrower, Bank of America, N.A., as Administrative Agent, Issuing Lender and Swingline Lender, certain Separation financial institutions in their capacities as lenders and Distribution Agreement, certain other agents are parties to the Credit Agreement dated as of September 22December 20, 2016 2002 (as amended by Amendment No. 1 dated as of March 19, 2003, Amendment No. 2 dated as of April 23, 2003 and Amendment No. 3 dated as of January 30, 2004, the "Existing Credit Agreement"). The Borrower is also the issuer of (a) $450,000,000 in aggregate principal amount of 8-5/8% Senior Subordinated Notes due 2012 (the “Transaction Agreement”)"Existing Subordinated Notes") issued pursuant to the Supplement Indenture dated as of December 20, between 2002 (the Borrower and Honeywell International Inc., "Existing Subordinated Notes Indenture") among SKF Foods Inc. (a Delaware corporation and predecessor in interest to the Borrower), as Issuer, Holdings and certain other guarantors party thereto and The Bank of New York, as Trustee and (“Honeywell”)b) $300,000,000 in aggregate principal amount of 9 1/4% Senior Subordinated Notes due 2011 (the "Prior Subordinated Notes") pursuant to the Indenture dated as of May 15, 2001 (the "Prior Subordinated Notes Indenture") among the Borrower, as Issuer, Holdings and certain other guarantors party thereto and Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company, as Trustee. Pursuant to the Transaction Indenture in the form of Exhibit K hereto to be dated as of the date hereof (the "New Subordinated Notes Indenture") among the Borrower, the guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, the Borrower intends to issue up to $250,000,000 in aggregate principal amount of 6-3/4% Senior Subordinated Notes due 2015 (the "New Subordinated Notes"). Concurrently therewith, the Borrower wishes to enter into a new senior secured credit facility, the proceeds of which will be used (a) to refinance all amounts outstanding under the Existing Credit Agreement, Honeywell shall undertake a series of transactions pursuant to which (b) in part, together with the assets and liabilities proceeds of the AdvanSix Business New Subordinated Notes, to redeem all or substantially all of the Prior Subordinated Notes and (as defined in the Transaction Agreementc) for ongoing working capital 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 other general corporate purposes 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”)and its Subsidiaries. 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 The Borrower has requestedrequested that the Lenders provide a $350,000,000 revolving credit facility, a $450,000,000 term loan A facility and a $150,000,000 term loan B facility, and the Lenders have agreedindicated their willingness to lend and the L/C Issuer has indicated its willingness to so issue Letters of Credit, to extend credit in each case, on the terms and 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into is party to that certain Separation and Distribution Credit Agreement, dated as of September 22March 7, 2016 2011 (as amended, supplemented or otherwise modified prior to the date hereof, the “Transaction Existing Credit Agreement”), between made by and among the Borrower, Chinos Acquisition Corporation (which merged with and into the Borrower on March 7, 2011), Holdings, Bank of America, N.A., as administrative agent and Honeywell International Inc.collateral agent, a Delaware corporation (“Honeywell”)and the lenders, other agents and issuers from time to time party thereto. Pursuant The Borrower has requested that the Lenders extend credit to the Transaction Agreement, Honeywell shall undertake a series Borrower in the form of transactions pursuant to which Loans on the assets Closing Date in an initial aggregate principal amount of $1,567,000,000 in connection with an amendment and liabilities restatement of the AdvanSix Business Existing Credit Agreement. The parties hereto intend that (a) the Obligations (as defined in the Transaction Existing Credit Agreement) which remain unpaid and outstanding as of the date hereof after giving effect to the Transaction shall continue to exist under this Agreement on the terms set forth herein and (b) the Collateral (as defined in the Existing Credit Agreement) shall continue to secure, support and otherwise benefit the Obligations (as defined herein) of the Loan Parties under this Agreement and the equity interests other Loan Documents. The proceeds of certain direct the Loans will be used (i) to refinance, in full, the term loans outstanding under the Existing Credit Agreement, together with any applicable interest or fees in connection therewith, (ii) to deposit funds with the trustee sufficient to redeem or repay in full the Senior Notes, and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred to pay any premium and accrued interest to the Borrower or date of redemption, pursuant to the Senior Notes Indenture in satisfaction and discharge thereof in accordance with its Subsidiaries terms (the “Contribution”transactions described in clauses (i) and (ii), 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-OffRefinancing”). Prior ) and (iii) to the consummation extent of any excess proceeds following the Spin-OffRefinancing, to pay fees and expenses associated with the Borrower will borrow certain amounts under the Facilities (as hereinafter defined) on the Closing Date Refinancing. The applicable Lenders have indicated their willingness to lend 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto agree to amend and restate the Existing Credit Agreement in its entirety as follows:: CG&R DRAFT: # ()
Appears in 1 contract
PRELIMINARY STATEMENTS. The On the Original Closing Date, the Borrower has entered into that certain Separation and Distribution Credit Agreement, dated as of September 22May 6, 2016 2014 (as amended, restated, amended and restated or otherwise modified from time to time prior to the date hereof, the “Transaction Existing Credit Agreement”) among the Borrower, the several Lenders from time to time party thereto, Bank of America, N.A. (“Bank of America”), between as Administrative Agent, Swing Lender and L/C Issuer, and the other agents party thereto, under which the Lenders party thereto (i) made Term A Loans in an initial aggregate principal amount of $300,000,000 and (ii) made available Revolving Credit Commitments in an initial aggregate principal amount of $900,000,000. The Revolving Credit Facility included one or more Swing Line Loans and one or more Letters of Credit from time to time. On July 29, 2014, the Borrower entered into that certain Tranche A-1 Additional Credit Extension Amendment among the Borrower, the Administrative Agent, the Required Lenders and Honeywell International Inc., a Delaware corporation (“Honeywell”). Pursuant to the Transaction Agreement, Honeywell shall undertake a series of transactions Tranche A-1 Term Lenders 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 Tranche A-1 Term Lenders have agreed, to extend credit subject to the conditions set forth herein in the form of (a) made Tranche A-1 Term A Loans (as hereinafter defined) in an aggregate principal amount of $270,000,000 200,000,000. On November 1, 2015, the Borrower entered into the Discovery Acquisition Agreement with ConAgra Foods, Inc., a Delaware corporation, pursuant to which the Borrower (or a wholly-owned Domestic Subsidiary of the Borrower) intends to acquire Ralcorp Holdings, Inc., a Missouri corporation pursuant to the terms of the Discovery Acquisition Agreement (the “Discovery Acquisition”). On November 1, 2015, the Borrower as provided herein also entered into Amendment No. 2 pursuant to which the Required Lenders party thereto and the Required Revolving Lenders party thereto agreed to amend certain provisions of the Existing Credit Agreement, to among other things, permit the Discovery Acquisition and the indebtedness required to be incurred to consummate the Discovery Acquisition. On November 23, 2015, the Borrower entered into Amendment No. 3 pursuant to which the Required Lenders party thereto agreed to modify and supplement certain provisions of the Existing Credit Agreement to permit certain transactions that might be required in connection with the Discovery Acquisition. The parties hereto have agreed to amend and restate that Existing Credit Agreement to provide for (a) a new term loan A-2 on the terms and subject to the conditions set forth herein, the proceeds of which shall be used to fund the Discovery Acquisition and to pay fees and expenses incurred in connection with the Transactions and (b) Revolving Credit Loans (as hereinafter defined) in an aggregate principal amount of up to $155,000,000 certain other amendments to the terms hereof as agreed by the Borrower and the Lenders party hereto and 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 further set forth herein. Capitalized terms used in the form of L/C Credit Extensions (as hereinafter defined) provided by Preliminary Statements and not defined herein shall have the L/C Issuers (as hereinafter defined), and (ii) $20,000,000 meanings specified 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)Section 1.01. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation Pursuant to the Second Amended and Distribution Restated Credit Agreement, dated as of September 22December 12, 2016 2014 (as amended, supplemented or otherwise modified prior to the Closing Date, the “Transaction Existing Credit Agreement”), between among the Borrower Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and Honeywell L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Inc.Limited, a Delaware corporation as Global Swing Line Lender and the other lenders from time to time party thereto (the “HoneywellExisting Lenders”). Pursuant , the Existing Lenders agreed to make extensions of credit to the Transaction Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, Honeywell shall undertake a series and the Lenders (including certain of transactions pursuant the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the assets Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and liabilities restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the AdvanSix Business Existing Letters of Credit) and other Obligations (as defined in the Transaction Existing Credit Agreement) and outstanding under the equity interests of certain direct and indirect Subsidiaries of Honeywell Existing Credit Agreement shall be contributed or otherwise transferred governed by and deemed to be outstanding under the Borrower or its Subsidiaries amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the “Contribution”)parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the equity interests terms of the Borrower shall be distributed Existing Credit Agreement on or prior 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 or arising (in the case of indemnification) under the terms and conditions provided herein. Following the initial funding of the Facilities on Existing Credit Agreement). Furthermore, and in connection with the Closing Dateforegoing, the Borrower shall pay Company has requested that the Lenders provide 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 requestedterm loan facility, and the Lenders have agreedindicated their willingness to lend under such a term loan facility, to extend credit on the terms and 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation and Distribution Pursuant to the Credit Agreement, dated as of September 22July 6, 2016 2010 (as amended, supplemented or otherwise modified prior to the Closing Date, the “Transaction Existing Credit Agreement”), between among the Borrower Company, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Honeywell International Inc.L/C Issuer, a Delaware corporation and the other lenders from time to time party thereto (the “HoneywellExisting Lenders”). Pursuant , the Existing Lenders agreed to make extensions of credit to the Transaction Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, Honeywell shall undertake a series and the Lenders (including certain of transactions pursuant the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the assets Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and liabilities restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the AdvanSix Business Existing Letters of Credit) and other Obligations (as defined in the Transaction Existing Credit Agreement) and outstanding under the equity interests of certain direct and indirect Subsidiaries of Honeywell Existing Credit Agreement shall be contributed or otherwise transferred governed by and deemed to be outstanding under the Borrower or its Subsidiaries amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the “Contribution”)parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the equity interests terms of the Borrower shall be distributed Existing Credit Agreement on or prior 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 or arising (in the case of indemnification) under 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 Existing 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 in aggregate principal amount may be in the form of Swing Line Loans (as hereinafter defined) provided by the Swing Line Lenders (as hereinafter definedAgreement). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:
Appears in 1 contract
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, supplemented or otherwise modified from time to time. The Borrower has entered into Seller (i) desires to sell, transfer and assign an undivided percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that certain Separation are made by such Purchasers and Distribution (ii) may, subject to the terms and conditions hereof, request that an LC Bank issue or cause the issuance of one or more Letters of Credit. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Purchase Agreement, dated as of September 22March 31, 2016 2011 (as amended, supplemented or otherwise modified prior to the date hereof, the “Transaction Original Agreement”), between among the Borrower Seller, the Servicer, the various conduit purchasers, related committed purchasers, LC participants and Honeywell International Inc.purchaser agents party thereto, a Delaware corporation (“Honeywell”)▇▇▇▇▇, as the LC Bank, and the Administrator. Pursuant to In connection with the Transaction amendment and restatement of the Original Agreement, Honeywell shall undertake a series (i) ▇▇▇▇▇, in each of transactions pursuant to which its capacities, has terminated all of its rights and obligations under the assets Original Agreement and liabilities each of the AdvanSix Business (other Transaction Documents pursuant that that certain Payoff Letter, dated as defined in of 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 date hereof (the “Contribution▇▇▇▇▇ Payoff Letter”), among ▇▇▇▇▇, the Seller, the Servicer, the Administrator and the equity interests each of the Borrower shall be distributed other parties thereto, and is no longer a party to the shareholders Original Agreement or any other Transaction Document, (ii) each of Honeywell Credit Agricole Corporate and Investment Bank (“Credit Agricole”) and Atlantic Asset Securitization LLC (“Atlantic”), in each of their respective capacities, has terminated all of its respective rights and obligations under the Original Agreement and each of the other Transaction Documents pursuant that that certain Payoff Letter, dated as of the date hereof (the “DistributionCredit Agricole Payoff Letter”), immediately after whichamong Credit Agricole, Atlantic, the Borrower Seller, the Servicer, the Administrator and each of the other parties thereto, and neither Credit Agricole nor Atlantic is any longer a party to the Original Agreement or any other Transaction Document and (iii) the parties thereto desire that BNS and PNC, and each of BNS and PNC, by its execution and delivery of its signature to this Agreement hereby agrees to, each become an LC Bank. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Seller and Servicer shall constitute a separate company continue to be liable to each of the Indemnified Parties and Affected Persons for the fees and expenses payable by the Seller and/or Servicer, as applicable, which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Spin-OffOriginal Agreement Outstanding Amounts”). Prior ) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the consummation effective date 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), Agreement and (ii) $20,000,000 the security interest 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 favor of the First Amendment Effective Date, (a) Administrator created under the Term A Loans were 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 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 Term A Facility terminatedcontrary, and (b) is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)Original Agreement. In consideration of the mutual agreements, provisions and covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01herein, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglysufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Appears in 1 contract
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 AgreementContribution and Distribution Documents (as hereinafter defined), Honeywell shall undertake a series Cardinal Health, Inc. (“Cardinal Health”) (a) will transfer to the Borrower stock of transactions pursuant to which certain entities holding certain assets, liabilities and operations of the clinical and medical products businesses of Cardinal Health, as well as other certain related miscellaneous 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 (b) will distribute at least 80% of the equity interests outstanding shares of the common stock of the Borrower shall be distributed (the “Company Stock”) to the Cardinal Health’s shareholders of Honeywell (the “Distribution” and together with the Contribution, the “Separation”), immediately after whichrespectively, as detailed in 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 Form 10 (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, filed by the Borrower shall pay a dividend to Honeywell (with 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 SEC (as hereinafter defined) in an aggregate principal amount of $270,000,000 ). The Borrower has requested that from time to time, the Lenders make revolving credit loans to the Borrower as provided herein and (b) Revolving Credit Loans (as hereinafter defined) the L/C Issuer issue letters of credit for the account of the Borrower. It is a condition to the obligations of the Lenders to extend credit under this Agreement that, among other conditions, the Separation is consummated pursuant to the Contribution and Distribution Documents and the Borrower shall have received proceeds in an the aggregate principal amount of up to $155,000,000 1,400,000,000, which may be funded under a bridge loan facility pursuant to the Borrower as provided herein and ending on the Maturity Date Bridge Loan Agreement (as hereinafter defined) (the “Bridge Loan”), which shall be used for the payment to Cardinal Health 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 Special Distribution (as hereinafter defined) provided by required for consummation of the Separation. In furtherance of the foregoing, 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 Issuers (as hereinafter defined)Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and (ii) $20,000,000 in aggregate principal amount may be in subject to 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)conditions set forth herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has and the Parent, have entered into a First Lien Security Agreement dated May 31, 2007 (the “Existing Security Agreement”) securing the obligations of Borrower under that certain Separation and Distribution Agreement, Credit Agreement dated as of September 22May 31, 2016 2007 (the “Transaction Existing Credit Agreement”)) among the Borrower, between the Borrower Parent, the lenders and Honeywell International financial institutions from time to time party thereto, and GE Business Financial Services, Inc., a Delaware corporation as Administrative Agent. The parties thereto have amended and restated the Existing Credit Agreement pursuant to the Amended and Restated Credit Agreement dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “HoneywellCredit Agreement”) among the Borrower, the Parent, the Lenders party thereto, the Initial L/C Issuer, the Initial Swing Line Lender, the Administrative Agent, and GE Capital Markets, Inc. and Banc of America Securities, LLC, as Co-Lead Arrangers and as Co-Book Runners. Each Grantor is the owner of the indebtedness (the “Initial Pledged Debt”) set forth opposite such Grantor’s name on and as otherwise described in Schedule I hereto and issued by the obligors named therein. Each Grantor is the owner of the deposit accounts (the “Pledged Deposit Accounts”) and the securities accounts (the “Pledged Securities Accounts”) set forth opposite such Grantor’s name on Schedule II hereto. The Borrower will be the owner of an account to be opened at the request of the Collateral Agent (the “Collateral Account” and, together with the Pledged Deposit Accounts and the Pledged Securities Accounts, the “Pledged Accounts”). Pursuant The Grantors own the other Collateral described below. It is a condition precedent to the Transaction Agreement, Honeywell shall undertake a series of transactions pursuant to which the assets and liabilities effectiveness of the AdvanSix Business (as defined in amendment and restatement of the Transaction Existing Credit Agreement that the Grantors shall have amended and restated the Existing Security Agreement and granted the security interest contemplated by this Agreement) and the equity interests of certain . Each Grantor will derive substantial 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, benefit from 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 contemplated 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:Loan Documents.
Appears in 1 contract
Sources: First Lien Security Agreement (Universal Hospital Services Inc)
PRELIMINARY STATEMENTS. Issuer has duly authorized the execution and delivery of the Indenture to provide for an issue of its Notes as provided in the Indenture. All covenants and agreements made by Issuer herein are for the benefit and security of the Noteholders. Issuer is entering into the Indenture, and Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the delivery of the Indenture, Issuer is entering into a First Amended and Restated Transfer and Servicing Agreement with First National Funding LLC, a Nebraska limited liability company, as Transferor, and First National Bank of Omaha, a national banking association, as Servicer, pursuant to which (a) Transferor will convey to Issuer all of its right, title and interest in, to and under the Receivables arising in the Accounts from time to time, which Transferor will have received from FNBO pursuant to the Receivables Purchase Agreement and (b) Servicer will agree to service the Receivables and make collections thereon on behalf of the Noteholders. The Borrower has Issuer and the Indenture Trustee, or their predecessors in interest, had previously entered into that certain Separation and Distribution Agreementa Master Indenture, dated as of September 22October 24, 2016 2002, as amended by First Amendment to Master Indenture, dated as of November 17, 2003 (the “Transaction Agreement”), between the Borrower and Honeywell International Inc., a Delaware corporation (“HoneywellOriginal Indenture”). Pursuant The Indenture restates and replaces the Original Indenture in its entirety. Issuer hereby Grants to Indenture Trustee, for the benefit of the Holders of the Notes and the Enhancement Providers, all of Issuer’s right, title and interest, whether now owned or hereafter acquired, in, to and under (a) the Receivables, (b) Collections and Recoveries related to and all money, instruments, investment property and other property distributed or distributable in respect of (together with all earnings, dividends, distributions, income, issues, and profits relating to) the Receivables pursuant to the Transaction terms of the Transfer and Servicing Agreement, Honeywell shall undertake a series of transactions pursuant the Indenture and any Indenture Supplement; (c) all Permitted Investments and all money, investment property, instruments and other property on deposit from time to which time in, credited to or related to the assets and liabilities of Collection Account, the AdvanSix Business (as defined in the Transaction Agreement) Series Accounts and the equity interests Excess Funding Account (including any subaccounts of certain direct and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred to the Borrower or its Subsidiaries (the “Contribution”any such account), and in all interest, dividends, earnings, income and other distributions from time to time received, receivable or otherwise distributed or distributable thereto or in respect thereof (including any accrued discount realized on liquidation of any investment purchased at a discount); (d) all rights, remedies, powers, privileges and claims of Issuer under or with respect to any Enhancement and the equity interests Transfer and Servicing Agreement (whether arising pursuant to the terms of the Borrower shall be distributed related Enhancement Agreement or the Transfer and Servicing Agreement or otherwise available to Issuer at law or in equity), including the rights of Issuer to enforce such Enhancement Agreement or the Transfer and Servicing Agreement, and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Enhancement Agreement or the Transfer and Servicing Agreement to the shareholders same extent as Issuer could but for the assignment and security interest granted to Indenture Trustee for the benefit of Honeywell the Noteholders; (e) all Insurance Proceeds; (f) all proceeds of any derivative contracts between Issuer and a counterparty, as described in any Indenture Supplement; (g) all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, and letter-of-credit rights consisting of, arising from or related to the “Distribution”)foregoing; (h) all other property of Issuer; (i) all present and future claims, immediately after whichdemands, causes and choses in action in respect of any or all of the Borrower shall constitute a separate company foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds, products, rents, receipts or profits of the conversion, voluntary or involuntary, into cash or other property, all cash and non-cash proceeds, and other property consisting of, arising from or relating to all or any part of any of the foregoing; and (j) any proceeds of the foregoing (collectively, the “Spin-OffCollateral”). 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:.
Appears in 1 contract
Sources: Master Indenture (First National Master Note Trust)
PRELIMINARY STATEMENTS. The Borrower has entered into is party to that certain Separation and Distribution Credit Agreement, dated as of September 22April 18, 2016 2018 (the “Transaction Agreement”), between the Borrower as amended and Honeywell International Inc., a Delaware corporation (“Honeywell”). Pursuant to the Transaction restated by that certain Amendment and Restatement Agreement, Honeywell shall undertake a series of transactions pursuant to which the assets and liabilities dated as of the AdvanSix Business (2022 Closing Date, and as defined in the Transaction Agreement) and the equity interests of certain direct and indirect Subsidiaries of Honeywell shall be contributed further amended, supplemented or otherwise transferred modified prior 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 DividendExisting Credit Agreement”), among the Borrower, the Guarantors from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer pursuant to which the lenders thereunder have extended or committed to extend certain credit facilities to the Borrower. As The Borrower has requested that, immediately upon the satisfaction in full of the First Amendment Effective Dateconditions precedent set forth in Section 4.01 and in Section 9 of the Restatement Agreement, the transactions described in this paragraph have been consummated. AccordinglyLenders provide a term loan facility and a revolving credit facility, the Borrower has requestedproceeds of which shall be used (i) for working capital, capital expenditures and other lawful corporate purposes, including (without limitation) investments, acquisitions, stock repurchases and dividends not prohibited by the Loan Documents (as defined herein) and (ii) to consummate the Closing Date Refinancing, and the Lenders have agreedindicated their willingness to lend and the L/C Issuer has indicated its willingness to issue letters of credit, to extend credit in each case, on the terms and subject to the conditions set forth herein herein. The proceeds from the Term Loans and any Revolving Credit Loans borrowed on the Closing Date will be used to (i) prepay in the form of (a) full all outstanding Existing Term A Loans (as hereinafter definedincluding accrued and unpaid interest, fees, expenses and other amounts related thereto, other than contingent obligations not then due and payable), (ii) prepay in an aggregate principal amount of $270,000,000 to the Borrower as provided herein and (b) full all outstanding Existing Revolving Credit Loans (including accrued and unpaid interest, premiums, fees, expenses and other amounts related thereto, other than contingent obligations not then due and payable and, for the avoidance of doubt, other than with respect to any Existing Letters of Credit, which shall be continued as hereinafter definedLetters of Credit hereunder) 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 clauses (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 ), including the form of Swing Line Loans (as hereinafter defined) provided by the Swing Line Lenders (as hereinafter defined). As termination of the First Amendment Effective DateExisting Revolving Credit Commitments, collectively, the “Closing Date Refinancing”) and (aiii) pay fees and expenses incurred in connection with the Closing Date Refinancing, the incurrence of the Term A Loans were paid in full and Loans, the Term A Facility terminated, and (b) the maximum aggregate principal amount establishment of the Revolving Credit Facility has increased to $425,000,000, and the execution and delivery of which, at any time, not more than (i) $40,000,000 in aggregate principal, notional or stated amount may be in the form of L/C Credit Extensions provided by Loan Documents entered into on the L/C Issuers, and (ii) $40,000,000 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)Closing Date. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Sources: Second Amendment and Restatement Agreement (Nu Skin Enterprises, Inc.)
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation and Distribution Pursuant to the Credit Agreement, dated as of September 22February 19, 2016 2009 (as amended, supplemented or otherwise modified prior to the Closing Date, the “Transaction Existing Credit Agreement”), between among the Borrower Borrowers, the various financial institutions from time to time party thereto (collectively, the “Existing Lenders”) and Honeywell International Inc.the Administrative Agent, a Delaware corporation (“Honeywell”). Pursuant the Existing Lenders agreed to make extensions of credit to the Transaction Borrowers on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Borrowers. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Borrowers pursuant to the terms of this Agreement, Honeywell shall undertake a series and the Lenders (including certain of transactions pursuant the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the assets Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and liabilities of restated terms and conditions contained in this Agreement; and (b) the AdvanSix Business Existing Loans and other Obligations (as defined in the Transaction Existing Credit Agreement) and outstanding under the equity interests of certain direct and indirect Subsidiaries of Honeywell Existing Credit Agreement shall be contributed or otherwise transferred governed by and deemed to be outstanding under the Borrower or its Subsidiaries amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the “Contribution”)parties thereto, other than for accrued fees and expenses, and indemnification provisions accrued and owing, under the equity interests terms of the Borrower shall be distributed Existing Credit Agreement on or prior 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 or arising (in the case of indemnification) under 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 Existing 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 in aggregate principal amount may be in the form of Swing Line Loans (as hereinafter defined) provided by the Swing Line Lenders (as hereinafter definedAgreement). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Sources: Credit Agreement (Greif Inc)
PRELIMINARY STATEMENTS. The TheAs of the Amendment No. 4 Effective Date, the Borrower has entered into requested that certain Separation the Lenders extend credit to the Borrower in the form of (i) a Revolving Credit Facility in an initial aggregate principal committed amount of $200,000,00090,000,000 pursuant to this Agreement and Distribution Agreement(ii) 2025 Refinancing Term Loans in an aggregate principal amount equal to $240,000,000. The Revolving Credit Facility will include (i) a sub-limit for the making of one or more Swing Line Loans from time to time and (ii) a separate sub-limit for the issuance of one or more Letters of Credit from time to time. The proceeds of the initial2025 Refinancing Term Loans and the borrowing under the Revolving Credit Facility on the ClosingAmendment No. 4 Effective Date, dated as will be used (A) to refinance all Indebtedness and other amounts outstanding under the Existing Credit Agreement (including to cash collateralize letters of September 22credit thereunder, 2016 or the issuance of backstop letters of credit with respect thereto) and terminate in full all outstanding commitments, and release all guarantees and security interests thereunder (the “Transaction AgreementClosingthe Revolving Credit Loans and Term Loans outstanding immediately prior to the Amendment No. 4 Effective Date Refinancing”), between (B) to pay theRestructuring Transaction Expenses (as defined below), (C) to fund cash on the Borrower’s and its subsidiaries’ balance sheet, and (D) to make distributions in respect of the Solo Stove Earnout and (E) for general corporate purposes and to provide working capital for the Borrower and Honeywell International Inc.its subsidiaries. The Letters of Credit, a Delaware corporation Swing Line Loans and the proceeds of Borrowings under the Revolving Credit Facility made after the ClosingAmendment No. 4 Effective Date will be used by the Borrower and its Subsidiaries for working capital and, other general corporate purposes (“Honeywell”including to fund capital expenditures, Permitted Acquisitions and other permitted Investments, Restricted Payments, refinancing of indebtedness, the payment of Restructuring Transaction Expenses and any other transaction not prohibited by this Agreement). Pursuant The Lenders have indicated their willingness 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”)lend, and the equity interests L/C Issuers have indicated their willingness to issue Letters of the Borrower shall be distributed to the shareholders of Honeywell (the “Distribution”)Credit, immediately after whichin each case, 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:: ARTICLE I
Appears in 1 contract
Sources: Credit Agreement and Security Agreement (Solo Brands, Inc.)
PRELIMINARY STATEMENTS. The Borrower has entered into Pursuant to that certain Separation and Distribution Business Combination Agreement, dated as of September 22November 1, 2016 2018 (as amended on January 7, 2019 by Amendment No. 1 to Business Combination Agreement and as further amended, supplemented or modified and in effect from time to time in the manner permitted pursuant to Section 4.01(c) of this Agreement, and including all schedules and exhibits thereto, the “Transaction Acquisition Agreement”), between by and among inter alios, Borrower, Initial Holdings, the Borrower SPAC (as defined herein), ▇▇▇▇▇▇▇ UK Limited, ▇▇▇▇▇▇▇ Management Services, LLC, Dory US Merger Sub, LLC, Dory Acquisition Sub, Limited and Honeywell International Inc.▇▇▇▇▇▇▇ Leisure Limited (in its capacity as a Seller (as defined therein) and as the representative for the Seller Parties (as defined therein) party thereto), a Delaware corporation (“Honeywell”). Pursuant to x) the Transaction Agreement, Honeywell shall undertake a series of transactions pursuant to which SPAC will use funds available in the assets and liabilities of the AdvanSix Business Trust Account (as defined in the Transaction Acquisition Agreement), which holds funds contributed from public investors and held by the SPAC for the purposes of undertaking business combinations (the “SPAC Trust Account”), subject to any redemptions required under applicable law or the governing documents of the SPAC to acquire equity interests in certain subsidiaries of the Sellers by way of a business combination, which shall include, but not be limited to (i) and the purchase of equity interests of certain direct and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred to subsidiaries organized in the Borrower or its Subsidiaries United States (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. Accordinglyclause (i), the Borrower has requested, “U.S. Target Purchase” and the Lenders have agreedfunds in the SPAC Trust Account remaining after the U.S. Target Purchase, the “SPAC Trust Account Remainder”) and (ii) the merger of Dory U.S. Merger Sub, LLC with and into the SPAC (the “U.S. Merger” and, together with the U.S. Target Purchase, collectively, the “Closing Date Acquisition”) and (y) following the U.S. Merger, the SPAC shall lend the SPAC Trust Account Remainder to extend credit Holdings (the “HAC Loan”), in each case, on the terms and subject to the conditions set forth herein in the Acquisition Agreement. The Borrower has requested that the Lenders extend credit to the Borrower in the form of (a) Initial Term A B Loans (as hereinafter defined) in an initial aggregate principal amount of $270,000,000 25,000,000. The proceeds of the Initial Term B Loans will be used to directly or indirectly to finance a portion of the Transactions. The applicable Lenders have indicated their willingness to lend on the terms and subject 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)conditions set forth herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Sources: Second Lien Credit Agreement (ONESPAWORLD HOLDINGS LTD)
PRELIMINARY STATEMENTS. The Borrower has entered into that Immediately prior to the effectiveness of this Agreement, the Borrower, Holdings, the lenders party thereto (including certain Separation of the Lenders), Bank of America, as administrative agent and Distribution as an issuing bank thereunder, and the other financial institutions party thereto were party to the Credit Agreement, dated as of September July 22, 2016 2013 (as amended, restated, supplemented or otherwise modified prior to the Closing Date, the “Transaction Existing Credit 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 lenders party thereto (including certain of the AdvanSix Business Lenders) agreed, subject to the terms and conditions thereof, to extend credit to the Borrower thereunder in the form of a revolving credit facility (including a letter of credit facility thereunder). The Obligations (as defined in the Transaction Existing Credit Agreement) were guaranteed pursuant to the Guaranty (as defined in the Existing Credit Agreement) and secured pursuant to the Collateral Documents by a legal, valid, binding and enforceable security interest and a fully perfected Lien in favor of the Administrative Agent (as defined in the Existing Credit Agreement), for the ratable benefit of the Secured Parties (as defined in the Existing Credit Agreement), in the Collateral and the proceeds thereof. The Borrower has requested that the Revolving Credit Lenders (as defined in the Existing Credit 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”)other Lenders party hereto agree, 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 such Revolving Credit Lenders (as hereinafter defineddefined in the Existing Credit Agreement) on the Closing Date on and other Lenders have agreed, subject to 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 agreedhereof, to extend credit subject to the conditions set forth herein Borrower hereunder in the form of a revolving credit facility (a) Term A Loans (as hereinafter definedincluding a letter of credit facility hereunder) in an aggregate principal amount of $270,000,000 450,000,000 as of the date hereof, and the Lenders have indicated their willingness to the Borrower as provided herein lend 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 defineddefined herein) have indicated their willingness to issue letters of credit for the account of the Borrower, in each case, on the terms and subject to the conditions set forth herein. The revolving credit facility (including the letter of credit facility thereunder) under the Existing Credit Agreement will, on the terms and subject to the conditions set forth herein, be replaced on the Closing Date with the revolving credit facility (including the letter of credit facility hereunder) under this Agreement in an aggregate principal amount of $450,000,000 as of the date hereof, on the terms and subject to the conditions set forth herein. In addition, on the Closing Date, the Borrower will pay any fees and other obligations accrued thereon to the Closing Date. It is the intent of the parties hereto that (i) this Agreement shall be deemed to be the Credit Agreement for all purposes under the Collateral Documents and all extensions of credit under this Agreement (including issuances of Letters of Credit) shall constitute extensions of credit under the Credit Agreement (as defined in each of the Collateral Documents) for all purposes under the Collateral Documents and no further designation shall be required to be made so that the Obligations, including all extensions of credit under this Agreement (regardless when made or incurred), will be deemed Secured Obligations (as defined in the Collateral Documents) and (ii) $20,000,000 the Obligations under this Agreement will henceforth be guaranteed pursuant to the Guaranty and secured pursuant to the Collateral Documents by a legal, valid, binding and enforceable security interest and a fully perfected Lien in aggregate principal amount may be favor of the Administrative Agent, for the ratable benefit of the Secured Parties, in the form of Swing Line Loans (Collateral and the proceeds thereof. In addition, as hereinafter defined) provided by the Swing Line Lenders (as hereinafter defined). As of the First Amendment Effective Closing Date, Bank of America desires to resignresigned as Administrative Agent under the Existing Credit Agreement and each of the other Loan Documents, RBC desires to succeedsucceeded Bank of America as Administrative Agent under the Credit Agreement and each of the other Loan Documents, and Bank of America desires to assignassigned its rights (other than with respect to actions taken or omitted to be taken prior to the effectiveness of this Agreement), responsibilities, duties and obligations under the Loan Documents to RBC, in each case as further set forth herein. The Lenders and the Loan Parties (a) desire to acknowledge Bank of America’sRBC’s resignation as Administrative Agent under the Term A Loans were paid in full Creditthis Agreement and each of the Term A Facility terminatedother Loan Documents, and (b) desire to appoint RBCJPMorgan as Administrative Agent under the maximum aggregate principal amount Creditthis Agreement and each 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, other Loan Documents and (iic) $40,000,000 in aggregate principal amount may desire to acknowledge the assignment by Bank of AmericaRBC of its rights (other than with respect to actions taken or omitted to be in the form of Swing Line Loans (as hereinafter defined) provided by the Swing Line Lenders (as hereinafter defined). In consideration of the mutual covenants and agreements herein contained and subject taken prior to the satisfaction effectiveness of the conditions set forth in Section 4.01this Agreement), the Lenders responsibilities, duties and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglyobligations, the parties hereto agree as follows:to
Appears in 1 contract
Sources: Credit Agreement (NRG Yield, Inc.)
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, amended and restated supplemented or otherwise modified from time to time. The Borrower has entered into Seller desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that certain Separation are made by such Purchasers. This Agreement amends and Distribution restates in its entirety, as of the Closing Date, the Receivables Purchase Agreement, dated as of September 22December 21, 2016 2001 (as amended, amended and restated, supplemented or otherwise modified prior to the “Transaction date hereof, the "Original Agreement”"), between among the Borrower Seller, the Servicer, the members of the various purchaser groups from time to time party thereto and Honeywell International Inc.PNC Bank, a Delaware corporation (“Honeywell”)National Association, as administrator. Pursuant to Upon the Transaction effectiveness of this Agreement, Honeywell shall undertake a series of transactions pursuant to which the assets terms and liabilities provisions of the AdvanSix Business 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 Seller and York shall continue to be liable to any Indemnified Party or Affected Person (as such terms are defined in the Transaction Original Agreement) with respect to all unpaid Investment, Discount (as such terms are defined in the Original Agreement) and the equity interests of certain direct fees 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 expenses (collectively, the “Spin-Off”). Prior "Original Agreement Outstanding Amounts") under the Original Agreement (which shall continue to accrue thereunder until such amounts are paid in full) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the consummation effective date 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), Agreement and (ii) $20,000,000 the security interest created under the Original Agreement shall remain in aggregate principal amount may be in the form of Swing Line Loans (full force and effect 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 security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full 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 Term A Facility terminatedcontrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and (b) or delivered in connection with 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)Original Agreement. In consideration of the mutual agreements, provisions and covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglyherein, the parties hereto agree as follows:
Appears in 1 contract
Sources: Receivables Purchase Agreement (York International Corp /De/)
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation Pursuant to (i) the Business Sale and Distribution Purchase Agreement, dated as of September 22December 20, 2016 2011 (as amended, supplemented or modified from time to time, the “Transaction Acquisition Agreement”), between by and among Holdings, on the Borrower one hand, and Honeywell International Inc.GlaxoSmithKline LLC, a Delaware corporation (“Honeywell”). Pursuant to company incorporated under the Transaction Agreement, Honeywell shall undertake a series of transactions pursuant to which the assets and liabilities laws of the AdvanSix Business (as defined in the Transaction Agreement) and the equity interests state of certain direct and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred to the Borrower or its Subsidiaries (the “Contribution”)Delaware, 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 other sellers identified therein (collectively, the “Spin-OffSeller”), a Subsidiary Guarantor to whom Holdings will, at or prior to the Closing Date, assign its rights and obligations under the Acquisition Agreement (the “BSPA Assignment”) will acquire (the “Acquisition”) the Acquired Business and (ii) the Business Sale and Purchase Agreement, dated as of December 20, 2011 (as amended, supplemented or modified from time to time, the “Split Brands Acquisition Agreement”), by and among Holdings, on the one hand, and the Seller, Holdings has agreed to acquire (the “Split Brands Acquisition”) the Split Brands prior the Split Brands Cutoff Date (as defined herein). Prior to The Borrower has requested that, substantially simultaneously with the consummation of the Spin-OffAcquisition, the Lenders extend credit to the Borrower will borrow certain amounts in the form of a Revolving Credit Facility (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below) in an initial aggregate principal amount of $50,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of (i) the proceeds of the issuance of the Senior Notes and (ii) the proceeds of the loans to be made under the Facilities (as hereinafter defined) on the Closing Date on the terms and conditions provided herein. Following the initial funding of the Facilities Term Loan Credit Agreement on the Closing Date, will be used by the Borrower shall to pay a dividend the consideration in connection with the Acquisition and Transaction Expenses. The applicable Lenders have indicated their willingness 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, lend and the Lenders have agreedL/C Issuer has indicated its willingness to so issue Letters of Credit, to extend credit in each case, on the terms and 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Sources: Abl Credit Agreement (Prestige Brands Holdings, Inc.)
PRELIMINARY STATEMENTS. The Borrower has entered into requested 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 Lenders extend credit to the Borrower or its Subsidiaries in the form of (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 definedi) Initial Term Loans on the Closing Date in an initial aggregate principal amount of $300,000,000 pursuant to this Agreement and (ii) a Revolving Credit Facility in an initial aggregate principal amount of $25,000,000 pursuant to this Agreement. The Revolving Credit Facility will include a separate sub-limit for the making of one or more Letters of Credit denominated in Dollars or, subject to the limitations set forth herein, Alternative Currencies from time to time. The proceeds of the Initial Term Loans will be used to (i) refinance all outstanding indebtedness of the Borrower pursuant to the Existing Credit Agreement and terminate in full all outstanding commitments thereunder (the “Refinancing”), (ii) pay related Transaction Expenses, (iii) to pay (together with cash on hand) a dividend in an amount of up to $300,000,000 (the “Dividend”), (iv) fund cash on the Borrower’s and its Subsidiaries’ balance sheet and (v) for working capital and other general corporate purposes (including to fund OID or upfront fees in connection with the Transaction, capital expenditures, Permitted Acquisitions and other permitted Investments, Restricted Payments, refinancing of indebtedness and any other transaction not prohibited by this Agreement). The Letters of Credit and proceeds of Borrowings under the Revolving Credit Facility will be used by the Borrower and its Subsidiaries for working capital and other general corporate purposes (including to fund OID or upfront fees in connection with the Transaction, capital expenditures, Permitted Acquisitions and other permitted Investments, Restricted Payments, refinancing of indebtedness and any other transaction not prohibited by this Agreement). The Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Sources: Credit Agreement (Casa Systems Inc)
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation Sponsor (as this and Distribution Agreement, dated as of September 22, 2016 (the “Transaction Agreement”other capitalized terms used in these preliminary statements are defined in Section 1.01 below), between intends to make an equity investment in the Borrower and Honeywell International Inc.its Subsidiaries. To effect the foregoing, it is intended that (i) the Sponsor will make an equity contribution to one or more direct or indirect holding company parents of Holdings, a Delaware corporation special purpose investment vehicle formed by the Sponsor, in the form of a combination of equity and subordinated shareholder loans the proceeds of which will be contributed to Holdings, (“Honeywell”). Pursuant ii) the existing shareholders of the Borrower will, directly or indirectly, contribute their existing shares in the Borrower to the Transaction AgreementHoldings, Honeywell shall undertake a series of transactions pursuant after giving effect to which the assets Borrower will be a direct, wholly-owned Subsidiary of Holdings, and liabilities (iii) the Borrower will then be amalgamated with a newly-formed direct wholly-owned Subsidiary 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 Holdings pursuant to the Borrower or its Subsidiaries Purchase Agreement (the “Contribution”), and the equity interests of with the Borrower shall be distributed to as the shareholders surviving entity of Honeywell (the “Distribution”), immediately after which, the Borrower shall constitute a separate company such amalgamation) (collectively, the “Spin-OffAcquisition”). Prior to The Borrower has requested that simultaneously with the consummation of the Spin-OffAcquisition, the Lenders extend credit to the Borrower will borrow certain amounts in the form of Loans in an initial aggregate principal amount equal to $100,000,000. The proceeds Loans, together with the proceeds of (i) the First Lien Loans and other extensions of credit under the Facilities First Lien Credit Agreement (as hereinafter definedii) on the Closing Date Holding Loans and (iii) the Equity Contribution, will be used to finance the Acquisition and the Transaction Expenses and to refinance certain existing indebtedness of the Borrower. The Lenders have indicated their willingness to lend 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Sources: Second Lien Credit Agreement (SMART Technologies Inc.)
PRELIMINARY STATEMENTS. The Borrower Purchaser has entered into that certain Separation Receivables Purchase and Distribution Transfer Agreement, dated as of September 22the date hereof (as amended, 2016 restated, modified or supplemented from time to time, the "RPTA"; capitalized terms used herein and not defined herein shall have the meanings attributed thereto in the RPTA) with each of the entities parties thereto as providers (each, together with its successors and assigns, a "Provider" and, collectively, the “Transaction Agreement”)"Providers") and Five Star Quality Care, between the Borrower and Honeywell International Inc., a Delaware corporation (“Honeywell”)as Primary Servicer. Pursuant to The Purchaser, the Transaction AgreementLenders, Honeywell shall undertake a series of transactions pursuant to which the assets Dresdner Kleinwort Wasserstein LLC, as Co- Program Manager, Syndication Agent and liabilities of the AdvanSix Business (Le▇▇ ▇▇▇▇▇▇▇▇, Healthcare Finance Group, Inc., 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”)Co- Program Manager, and the equity interests Assignee have entered into that certain Loan and Security Agreement, dated as of the Borrower shall be distributed date hereof (as amended, restated, modified or supplemented from time to time, the "LSA"). In connection with the RPTA, the Grantors have made that certain Guaranty, dated as of the date hereof, in favor of the Purchaser (the "Parent Guaranty"). It is a condition precedent to the shareholders effectiveness of Honeywell (the “Distribution”), immediately after which, RPTA and the Borrower shall constitute LSA and the making of any financial accommodations thereunder that the Grantors execute and deliver a separate company pledge agreement in the form hereof to secure the following (collectively, the “Spin-Off”). Prior to "Obligations"): 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 full 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 whichprompt payment, at any timetime and from time to time as and when due, not more than of all liabilities and obligations of the Grantors, whether now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become due under, arising out of or in connection with the Parent Guaranty or this Pledge Agreement, including, without limitation, any and all fees, costs and expenses, (iincluding reasonable counsel fees and expenses) $25,000,000 paid or incurred in aggregate principalenforcing any rights under the Parent Guaranty or this Pledge Agreement. Without limiting the generality of the foregoing, notional or stated amount may the Grantors' liability shall extend to all amounts that constitute part of the Obligations and would be in the form of L/C Credit Extensions (as hereinafter defined) provided owed by the L/C Issuers (as hereinafter defined)Grantors under the Parent Guaranty or this Pledge Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, 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 reorganization or similar proceeding involving any 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:Grantors.
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation and Distribution Agreement, dated as of September 22, 2016 New HoldCo intends to directly or indirectly acquire (the “Transaction AgreementAcquisitions”), between the Borrower and Honeywell International Inc., a Delaware corporation (“Honeywell”). Pursuant ) pursuant to the Transaction AgreementOffer Documents or Scheme Documents, Honeywell shall undertake a series of transactions pursuant to which the assets and liabilities as applicable (each as defined below) (a) all of the AdvanSix Business (as defined in the Transaction Agreement) and the outstanding equity interests of certain direct Pace plc, a public limited company incorporated under the laws of England and indirect Subsidiaries of Honeywell shall be contributed Wales (“Pace”, the “Target” or otherwise transferred the “Acquired Business”) which are subject to the Borrower Scheme or its Subsidiaries Takeover Offer (as the case may be) for consideration in cash (the “ContributionCash Consideration”) and newly issued ordinary shares of New HoldCo, which acquisition will be effected pursuant to a Scheme or a Takeover Offer (each, as defined below) (the “Pace Acquisition”), and the equity interests (b) all of the Borrower shall outstanding capital stock of the Company for consideration consisting of newly issued ordinary shares of New HoldCo, which acquisition will be distributed effected pursuant to a merger of a newly created indirect Subsidiary of New HoldCo organized under the shareholders laws of Honeywell Delaware (“Company Merger Sub”) with and into the Company, with the Company as the surviving company (the “Distribution”), immediately after which, the Borrower shall constitute a separate company (collectively, the “Spin-OffCompany Merger”). Prior The transactions set forth in this paragraph and the refinancing of the Existing Credit Agreement, the Pace Refinancing and the termination of the Interim Credit Agreement (as such terms are defined below) are collectively referred to as the “Transaction”. Certain of the Borrowers, certain lenders, the Administrative Agent, and the other parties thereto are party to the consummation Credit Agreement dated as of March 27, 2013, as amended and in effect prior to the Spin-Off, the Borrower will borrow certain amounts under the Facilities (as hereinafter defined) on the Closing Restatement 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 DividendExisting Credit Agreement”). As The parties hereto have agreed to amend and restate in its entirety the Existing Credit Agreement and to replace it in its entirety with this Agreement. In furtherance of the First Amendment Effective Dateforegoing, the transactions described in this paragraph Borrowers have been consummated. Accordinglyrequested that the Lenders provide a term A loan facility, a term A-1 loan facility, a Dollar revolving credit facility, a multicurrency revolving credit facility and continue the Borrower has requestedTerm B Facility, and the Lenders have agreedindicated their willingness to lend and the L/C Issuers have indicated their willingness to issue letters of credit, to extend credit in each case, on the terms and 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Sources: Credit Agreement (Arris Group Inc)
PRELIMINARY STATEMENTS. The Borrower has entered into Pursuant to the terms of that certain Separation Receivables Purchase and Distribution Agreement, Sale Agreement dated as of September 22October 23, 2016 2000 (as amended, the “Transaction "Existing Mohawk Agreement”") by and between Mohawk Distribution, as seller, and Buyer, as buyer, Mohawk Distribution sold Receivables to Buyer. Pursuant to the terms of that certain Receivables Purchase and Sale Agreement dated as of May 14, 2002 (as amended, the "Existing First Step Dal-Tile Agreement"), by and between Dal-Tile, as seller and DTSC, Inc. ("DTSC"), as buyer, Dal-Tile sold Receivables to DTSC. Pursuant to the Borrower terms of that certain Receivables Purchase and Honeywell International Sale Agreement dated as of May 14, 2002 (as amended, the "Existing Second Step Dal-Tile Agreement"; together with the Existing Mohawk Agreement, the "Existing Receivables Purchase Agreements"), by and between DTSC, as seller and DT/Mohawk Funding, LLC ("DT/Mohawk Funding"), as buyer, DTSC sold Receivables acquired from Dal-Tile under the Existing First Step Dal-Tile Agreement to DT/Mohawk Funding. DT/Mohawk Funding is to merge with and into Buyer and accordingly, the parties hereto wish to amend, restate and consolidate the Existing Receivables Purchase Agreements with this Agreement. Each of the Originators party to this Agreement on the date hereof and the Buyer intended that the past transfers of Receivables under the Existing Receivables Purchase Agreements be true sales to the applicable party thereunder, and each of the Originators and the Buyer intend that all transfers of Receivables hereunder, be true sales to the Buyer by such Originator of the Receivables originated by it, providing the Buyer with the full benefits of ownership of such Receivables, and none of the Originators nor the Buyer intends these transactions to be, or for any purpose to be characterized as, loans from the Buyer to such Originator. Each of the Originators acknowledges that from and after the date hereof, the Buyer intends to finance purchases of Receivables from the Originators, in part, from the proceeds of loans made pursuant to an Amended and Restated Credit and Security Agreement of even date herewith (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the "Credit and Security Agreement") among the Buyer, as the borrower, Mohawk Servicing, Inc., a Delaware corporation corporation, as the initial Servicer, Blue Ridge Asset Funding Corporation (“Honeywell”"Blue Ridge"). Pursuant , Three Pillars Funding Corporation ("TPFC"; together with Blue Ridge and the other issuers of Commercial Paper from time to time party thereto as "Conduits," each a "Conduit" and collectively, 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"Conduits") and the equity interests of certain direct and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred other lenders from time to the Borrower or its Subsidiaries time party thereto, SunTrust Capital Markets, Inc., as agent for TPFC (the “Contribution”"TPFC Agent"), and the equity interests of the Borrower shall be distributed to the shareholders of Honeywell Wachovia Bank, National Association ("Wachovia") as agent for Blue Ridge (the “Distribution”)"Blue Ridge Agent") and any other entity acting as administrative agent for a Conduit (together with the TPFC Agent and the Blue Ridge Agent, immediately after which, the Borrower shall constitute individually a separate company ("Co-Agent" and collectively, the “Spin"Co-Off”). Prior to Agents") and Wachovia as agent for the consummation of Co-Agents and the Spin-OffConduits (in such capacity, together with its successors, 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”"Administrative Agent"). 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:.
Appears in 1 contract
Sources: Receivables Purchase and Sale Agreement (Mohawk Industries Inc)
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation and Distribution Agreementwas organized by Holdings to acquire control of GFA Holdings, dated as of September 22, 2016 (the “Transaction Agreement”), between the Borrower and Honeywell International Inc., a Delaware corporation (the “HoneywellCompany”). Pursuant to the Transaction Merger Agreement dated September 25, 2006 (as amended, supplemented or otherwise modified in accordance with its terms, to the extent permitted in accordance with the Loan Documents (as hereinafter defined), the “Merger Agreement”) among Holdings, Honeywell shall undertake a series of transactions pursuant to which the assets Borrower, the Company and liabilities TSG4 L.P., in its individual capacity and as representative of the AdvanSix Business (as defined in existing shareholders of the Transaction Agreement) and the equity interests of certain direct and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred to Company, the Borrower or its Subsidiaries has agreed to consummate a merger (the “ContributionMerger”) with the Company in which the Company will be the surviving corporation. Immediately thereafter, the Company will merge (the “Opco Merger”) with its wholly-owned subsidiary GFA Brands, Inc., a Delaware corporation (the “Operating Subsidiary”), and with the equity interests of Operating Subsidiary being the Borrower shall be distributed to the shareholders of Honeywell surviving corporation (the “Distribution”), immediately after which, the Borrower shall constitute a separate company (collectively, the “Spin-OffSurviving Corporation”). Prior to The Borrower has requested that (a) immediately upon the consummation of the Spin-OffMerger, the Borrower will borrow certain amounts under Lenders lend to the Facilities Surviving Corporation up to $120,000,000 to pay to the holders of the Company’s stock immediately prior to the Merger the cash consideration for their shares in the Merger (the “Merger Consideration”), to pay transaction fees and expenses, to fund an escrow account (the “Bonus Escrow Account”) for the future payment of the Bonus Payments (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 refinance (the “Honeywell DividendRefinancing”) certain Indebtedness of the Company set forth on Schedule I and (b) from time to time, the Lenders lend to the Borrower and the L/C Issuer (as hereinafter defined) issue Letters of Credit (as hereinafter defined) for the account of the Borrower to provide a revolving credit facility for the Borrower and its Subsidiaries (as hereinafter defined). Simultaneously herewith, (a) Holdings will issue and sell, pursuant to the Securities Purchase Agreement dated as of September 25, 2006 (as amended, supplemented or otherwise modified in accordance with its terms, to the extent permitted in accordance with the Loan Documents (as hereinafter defined) the “Securities Purchase Agreement”). As , 14,410,188 shares of common stock and 15,388,889 shares of Series A Convertible Preferred Stock (the First Amendment Effective Date, “Preferred Stock”) to the transactions described in this paragraph have been consummated. Accordingly, persons listed on Schedule II (the “Equity Investors”) and (b) the Borrower is entering into the Second Lien Credit Agreement (as hereinafter defined) pursuant to which the Borrower will incur $40,000,000 in principal amount of senior secured second lien loans the proceeds of which will be used to pay the Merger Consideration, to pay transaction fees and expenses and to consummate the Refinancing. The Borrower has requestedrequested that the Lenders provide a revolving credit facility and a term loan B facility, and the Lenders have agreedindicated their willingness to lend and the L/C Issuer has indicated its willingness to so issue Letters of Credit, to extend credit in each case, on the terms and 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has Borrowers (other than Texoma Healthcare System Receivables, L.L.C.), the Collection Agent, the Servicer, the Performance Guarantor, Variable Funding Capital Company LLC (“VFCC”), W▇▇▇▇ Fargo Bank, National Association (as successor to Wachovia Bank, National Association, “W▇▇▇▇”), TPF, SunTrust and STRH entered into that certain Separation Credit and Distribution Security Agreement, dated as of September 22August 31, 2016 2007 (as amended, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”). Concurrently herewith, the parties to the Original Agreement and PNC entered into (a) that certain Assignment and Assumption Agreement, dated as of the date hereof (the “Transaction AgreementW▇▇▇▇ Assignment”), between the Borrower pursuant to which, among other things, (i) W▇▇▇▇ and Honeywell International Inc., VFCC ceased to be a Delaware corporation (“Honeywell”). Pursuant party to the Transaction Original Agreement, Honeywell shall undertake a series of transactions pursuant (ii) PNC became the Administrative Agent under the Original Agreement and (iii) W▇▇▇▇ assigned to which the assets PNC, as Administrative Agent, all W▇▇▇▇’ right, title and liabilities of the AdvanSix Business (as defined interest 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 Collateral and (b) Revolving Credit Loans that certain Payoff Letter, dated as of the date hereof (as hereinafter defined) in an aggregate principal amount of up the “Payoff Letter”), pursuant to $155,000,000 which, among other things the Borrowers party to the Borrower as provided herein Original Agreement repaid in full all the outstanding loans made under the Original Agreement. The execution and ending on delivery of this Agreement by each of the Maturity Date (as hereinafter defined) parties hereto is a condition precedent to the effectiveness of which, at any time, not more than (i) $25,000,000 in aggregate principal, notional or stated amount may be in each of the form of L/C Credit Extensions (as hereinafter defined) provided by W▇▇▇▇ Assignment and the L/C Issuers (as hereinafter defined)Payoff Letter, and (ii) $20,000,000 in aggregate principal amount may be in the form execution and delivery of Swing Line Loans (as hereinafter defined) provided by the Swing Line Lenders (as hereinafter defined). As each of the First Amendment Effective Date, (a) the Term A Loans were paid in full W▇▇▇▇ Assignment and the Term A Facility terminated, and (b) the maximum aggregate principal amount Payoff Letter by each of the Revolving Credit Facility has increased respective parties thereto is a condition precedent to $425,000,000the effectiveness of this Agreement. This Agreement amends and restates the Original Agreement in its entirety as of the date hereof. Upon the effectiveness of this Agreement, of whicheach reference to the Original Agreement in any other document, at 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 timeother instrument, not more than (i) $40,000,000 document or agreement executed and/or delivered in aggregate principal, notional or stated amount may be in connection with the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)Original Agreement. In consideration of the mutual agreements, provisions and covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglyherein, the parties hereto agree as follows:
Appears in 1 contract
Sources: Credit and Security Agreement (Universal Health Services Inc)
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation Pursuant to the Merger Agreement (as this and Distribution Agreementother capitalized terms used in these preliminary statements are defined in Section 1.01 below), dated as of September 22Atlantis Acquisition Merger Sub, 2016 Inc. (the “Transaction AgreementMerger Sub”), between the Borrower and Honeywell International Inc., a Delaware corporation (“Honeywell”). Pursuant to the Transaction Agreementand a direct wholly-owned subsidiary of Atlantis Holdings LLC, 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 Delaware limited liability company (the “ContributionParent”), and the equity interests of the Borrower shall be distributed to the shareholders of Honeywell will merge (the “DistributionMerger”)) with and into the Company, immediately after whichsubject to (i) the rights of the Company’s dissenting shareholders, (ii) the Borrower shall constitute payment of the Merger Consideration and (iii) the Company surviving as a separate company (collectivelywholly-owned subsidiary of the Parent. The Borrowers have requested that, the “Spin-Off”). Prior to simultaneously with the consummation of the Spin-OffMerger, 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 Borrowers in the form of (a) Term A Senior Interim Loans (as hereinafter defined) in an aggregate principal amount of $270,000,000 to the Borrower as provided herein 7,700,000,000, which shall initially consist of (a) $5,200,000,000 in aggregate principal amount of Senior Interim Cash Pay Loans and (b) Revolving Credit Loans (as hereinafter defined) $2,500,000,000 in an aggregate principal amount of up to $155,000,000 to Senior Interim Toggle Loans. The proceeds of the Borrower as provided herein and ending on the Maturity Date (as hereinafter defined) of whichSenior Interim Loans, at any time, not more than together with (i) $25,000,000 in aggregate principala portion of the Company’s cash on hand on or about the Closing Date, 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 the borrowings by ACI under the Senior Secured Credit Facilities on or about the Closing Date and (iii) the proceeds of the Equity Contribution, shall be in used on or about the form Closing Date to finance the repayment of Swing Line Loans amounts outstanding under certain existing Indebtedness of the Company and its Subsidiaries, to make a distribution (as hereinafter definedthe “Closing Distribution”) provided to the Company and to pay the Transaction Expenses. The proceeds of the Closing Distribution, together with the proceeds of the Equity Contribution, shall be used by the Swing Line Company to pay the Merger Consideration. The Lenders (as hereinafter defined). As of have indicated their willingness to lend on the First Amendment Effective Date, (a) terms and subject to 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)conditions set forth herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into Bowater now owns, and from time to time hereafter will own, Receivables. Bowater wishes to sell to BAI, and BAI wishes to sell and contribute to Buyer (each of Buyer and BAI being sometimes hereinafter referred to as a "Transferee" with respect any such sale or contribution), all of their respective right, title and interest in and to all Receivables originated by Bowater from and after the Initial Cutoff Date through and including the Termination Date, together with the Related Security and Collections with respect thereto. In addition, BAI now owns, and from time to time hereafter will own, Receivables. BAI wishes to sell and contribute to Buyer, all of its right, title and interest in and to all Receivables originated by BAI from and after the Initial Cutoff Date through and including the Termination Date, together with the Related Security and Collections with respect thereto. Each of the parties hereto intends the transactions contemplated hereby to be true sales or true contributions by the applicable Seller to the applicable Transferee of the Receivables originated or acquired (in each case, as applicable) by it, providing the applicable Transferee with the full benefits of ownership of such Receivables, and none of the parties intends these transactions to be, or for any purpose to be characterized as, loans from any of the Transferees to any of the Sellers. Buyer plans to finance its purchases of Receivables hereunder by borrowing under that certain Separation Amended and Distribution Agreement, Restated Loan Agreement dated as of September 22December 1, 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 2005 (as defined in the Transaction Agreement) and the equity interests of certain direct and indirect Subsidiaries of Honeywell shall same may from time to time hereafter be contributed amended, supplemented, restated 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 whichmodified, 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"Loan Agreement") 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 among (a) Term A Loans (Buyer, as hereinafter defined) in an aggregate principal amount of $270,000,000 to the Borrower as provided herein and borrower, (b) Revolving Credit Loans Bowater, as initial servicer, (c) Three Pillars Funding LLC, Variable Funding Capital Company LLC, SunTrust Bank and Wachovia Bank, National Association, as hereinafter defined) in an aggregate principal amount of up to $155,000,000 to lenders (together with their respective successors and assigns, 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"Lenders"), (d) SunTrust Bank and Wachovia Bank, National Association, as "LC Issuers," (e) SunTrust Capital Markets, Inc. and Wachovia Bank, National Association, as "Co-Agents," and (iif) $20,000,000 SunTrust Capital Markets, Inc., as administrative agent (in aggregate principal amount may be such capacity, together with its successor and assigns 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01such capacity, the Lenders and each L/C Issuer are willing to extend such credit to "Administrative Agent" and, together with the Borrower. AccordinglyCo-Agents, the parties hereto agree as follows:"Agents").
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into Certain terms that certain Separation are capitalized and Distribution 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. This Agreement amends and restates in its entirety, as of the date hereof, the Receivables Purchase Agreement, dated as of August 7, 2008 (as amended, restated, supplemented or otherwise modified prior to September 29, 2020, the “Original Agreement”), as amended and restated by the Amended and Restated Receivables Purchase Agreement, dated as of September 2229, 2016 2020 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transaction Previously Existing Agreement,” and together with the Original Agreement, the “Prior Agreements”), between by and among certain of the Borrower and Honeywell International Inc., a Delaware corporation (“Honeywell”)parties hereto. Pursuant to Upon the Transaction effectiveness of this Agreement, Honeywell shall undertake a series of transactions pursuant to which the assets terms and liabilities provisions of the AdvanSix Business Previously Existing Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Previously Existing Agreement by this Agreement, (i) the Seller and the Servicer shall continue to be liable to MUFG and any other Indemnified Party or Affected Person (as such terms are defined in the Transaction Previously Existing Agreement) for fees and expenses which are accrued and unpaid under the equity interests of certain direct and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred to Previously Existing Agreement on 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 date hereof (collectively, the “Spin-OffPreviously Existing Agreement Outstanding Amounts”). Prior ) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the consummation effective date 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), Agreement and (ii) $20,000,000 the security interest created under the Previously Existing Agreement shall remain in aggregate principal amount may full force and effect as security for such Previously Existing Agreement Outstanding Amounts until such Previously Existing Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Previously Existing Agreement in any other Transaction Document 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 form Previously Existing Agreement. For the avoidance of Swing Line Loans (as hereinafter defined) provided doubt, all Capital, Discount, Fees and all other amounts outstanding or owing by the Swing Line Lenders (as hereinafter defined)Seller under the Previously Existing Agreement remain outstanding or owing by the Seller hereunder. 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 The Seller (i) $40,000,000 desires to sell, transfer and assign an undivided variable percentage interest in aggregate principala pool of receivables, notional or stated amount may and the Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in the form of L/C Credit Extensions provided part, reinvestment payments that are made by the L/C Issuers, such Purchasers and (ii) $40,000,000 in aggregate principal amount may be in may, subject to the form terms and 782009308 25792734 conditions hereof, request that the LC Bank issue or cause the issuance of Swing Line Loans (as hereinafter defined) provided by the Swing Line Lenders (as hereinafter defined)one or more Letters of Credit. In consideration of the mutual agreements, provisions and covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01herein, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglysufficiency of which is hereby acknowledged, the parties hereto hereto, intending to be legally bound, agree as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation intends to (a) prepay and Distribution Agreement, repay all amounts outstanding under its existing senior secured credit facility made pursuant to a Financing Agreement dated as of September 22December 11, 2016 2012 (as amended, supplemented or otherwise modified prior to the date hereof, the “Transaction Existing Credit Agreement”), between the Borrower and Honeywell International among OTG Management, Inc., a Delaware corporation OTG Consolidated Holdings, Inc., the Borrower, the Guarantors party thereto, the lenders from time to time party thereto and Highbridge Principal Strategies, LLC, as administrative agent, and terminate all commitments thereunder, (b) prepay and repay all amounts outstanding under the existing senior secured notes issued pursuant to that certain Note Purchase Agreement dated as of December 11, 2012 (as amended, supplemented or otherwise modified prior to the date hereof, the “HoneywellExisting Note Purchase Agreement”). Pursuant , among the Borrower, the purchasers from time to the Transaction Agreementtime party thereto and Highbridge Principal Strategies, Honeywell shall undertake a series of transactions pursuant to which the assets and liabilities of the AdvanSix Business LLC, as collateral agent (as defined in the Transaction Agreementclauses (a) and the equity interests of certain direct and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred to the Borrower or its Subsidiaries (b), collectively, the “ContributionRefinancing Transaction”), and (c) consummate an initial public offering of the equity interests common stock of the managing member of the Borrower shall be distributed to the shareholders in which such managing member will receive net proceeds of Honeywell at least $375,000,000 (the “Distribution”), immediately after which, the Borrower shall constitute a separate company (collectively, the “Spin-OffIPO Transaction”). Prior to The Borrower has requested that, substantially simultaneously with the consummation of the Spin-OffRefinancing Transaction and the IPO Transaction, 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, Lenders extend credit to 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) Initial 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 on the Funding Date. The proceeds of up to $155,000,000 the Initial Term Loans and, subject to the Borrower as provided herein and ending limitations set forth herein, the Revolving Credit Loans shall be used on the Maturity Funding Date (as hereinafter defined) of which, at any time, not more than (i) $25,000,000 in aggregate principalto fund the Refinancing Transaction, notional or stated amount may be in the form of L/C Credit Extensions (iii) for general corporate purposes (limited as hereinafter definedset forth herein) provided by the L/C Issuers (as hereinafter defined), and (iiiii) $20,000,000 in aggregate principal amount may be in to pay 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)Transaction Expenses. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Sources: Credit Agreement (OTG EXP, Inc.)
PRELIMINARY STATEMENTS. The Pursuant to the Existing Agreement, on the Original Funding Date, Sunbeam contributed certain Receivables (the “Original Contributed Receivables”) to the capital of Buyer, and Coleman sold certain Receivables (the “Original Purchased Receivables”) to Borrower has entered into in consideration for the purchase price set forth in the Existing Agreement. After the original Funding Date, Coleman and Sunbeam sold additional Receivables (the “Original Additional Purchased Receivables” and, together with the Original Contributed Receivables and the Original Purchased Receivables, the “Original Receivables”) to Buyer in consideration for the purchase price set forth in the Existing Agreement. From and after the Original Funding Date and prior to the Restatement Effective Date, no further contributions of Receivables were made by Sunbeam. Each of Sunbeam, Coleman and the Buyer desire to amend and restate the Existing Agreement in its entirety. Each New Originator wishes to become party thereto. Each of the Originators now owns, and from time to time hereafter will own, Receivables. Each of the Originators 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 such Receivables, together with the Related Security and Collections with respect thereto. Each of the Originators 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 the Originators nor Buyer intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Buyer plans to finance its purchases of Receivables hereunder by borrowing under that certain Separation Amended and Distribution Agreement, Restated Loan Agreement dated as of September 22August 8, 2016 2007 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Loan Agreement”) among Buyer, as borrower, Jarden Corporation, a Delaware corporation, as initial servicer (the “Transaction AgreementInitial Servicer”), between Three Pillars Funding LLC, a Delaware limited liability company (together with its successors and permitted assigns, the Borrower “Lender”) and Honeywell International SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., a Delaware corporation Tennessee corporation, as agent and administrator for the Lender (“Honeywell”). Pursuant to the Transaction Agreementin such capacity, Honeywell shall undertake a series of transactions pursuant to which the assets together with its successor and liabilities of the AdvanSix Business (as defined assigns 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 (collectivelysuch capacity, the “Spin-OffAdministrator”). 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:.
Appears in 1 contract
Sources: Receivables Contribution and Sale Agreement (Jarden Corp)
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, supplemented or otherwise modified from time to time. The Borrower has entered into Seller (i) desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. This Agreement amends and restates in its entirety, as of the Restatement Date, that certain Separation Amended and Distribution Restated Receivables Purchase Agreement, dated as of September 2214, 2016 2007 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Transaction Original Agreement”), between among the Borrower Seller, the Servicer, the Purchasers and Honeywell International Inc., Purchaser Agents from time to time party thereto and the Administrator. This Agreement does not constitute a Delaware corporation (“Honeywell”). Pursuant to novation or replacement of the Transaction Original Agreement, Honeywell shall undertake a series of transactions pursuant to which but hereby ratifies and reaffirms the assets Original Agreement as amended and liabilities restated by this Agreement. Notwithstanding the amendment and restatement of the AdvanSix Business Original Agreement by this Agreement, (i) the Seller and Servicer shall continue to be liable to each Indemnified Party and Affected Person (as such terms are defined in the Transaction Original Agreement) for fees and expenses which are accrued and unpaid under the equity interests of certain direct and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred to Original Agreement on 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 date hereof (collectively, the “Spin-OffOriginal Agreement Outstanding Amounts”). Prior ) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the consummation effective date 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), Agreement and (ii) $20,000,000 the security interest created under the Original Agreement shall remain in aggregate principal amount may be in the form of Swing Line Loans (full force and effect 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 security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full and full. Upon the Term A Facility terminatedeffectiveness of this Agreement, PNC, as LC Bank, and (b) PNC and each other LC Participant noted on the maximum aggregate principal amount of signature pages hereto shall become a party to this Agreement and each reference to the Revolving Credit Facility has increased Original Agreement in any other document, instrument or agreement shall mean and be a reference to $425,000,000, of which, at any time, not more than (i) $40,000,000 in aggregate principal, notional or stated amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)this Agreement. In consideration of the mutual agreements, provisions and covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01herein, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglysufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Appears in 1 contract
Sources: Receivables Purchase Agreement (Cooper Tire & Rubber Co)
PRELIMINARY STATEMENTS. The Borrower has entered into that WFLLC now owns, and from time to time hereafter will own, certain Separation Receivables and Distribution Agreementother rights related thereto, dated as of September 22which were acquired and will hereafter be acquired from its Affiliates Wabash National LP, 2016 a Delaware limited partnership (the “Transaction Agreement”)"WNLP") and NOAMTC, between the Borrower and Honeywell International Inc., a Delaware corporation (“Honeywell”). Pursuant "NOAMTC") (each of WNLP and NOAMTC hereinafter sometimes referred to as an "Originator" and together the "Originators") pursuant to the Transaction Originators Sale Agreement. WFLLC wishes to sell and assign to the Buyer, Honeywell shall undertake a series and the Buyer wishes to purchase from WFLLC all of WFLLC's right, title and interest in and to such Receivables, whether now owned and existing or hereafter arising. WFLLC and the Buyer believe that it is in their mutual best interests for WFLLC to sell its Receivables to the Buyer and for the Buyer to purchase such Receivables. The Buyer shall, on each applicable Purchase Date, purchase all of WFLLC's right, title and interest in and to the Receivables existing on such date and all Related Security and Collections associated therewith and the proceeds thereof. WFLLC and the Buyer intend the transactions contemplated hereby to be true sales of Receivables from WFLLC to the Buyer, providing the Buyer with the full benefits of ownership of the Receivables, and neither of WFLLC nor the Buyer intend these transactions to be, or for any purpose to be characterized as, loans from the Buyer to WFLLC. Upon each purchase of Purchased Assets from WFLLC, Funding will sell undivided interests therein and will pledge all of its right, title and interest therein to the Agent on behalf of the Purchaser and the Surety Provider pursuant to which the assets and liabilities that certain Receivables Purchase Agreement dated as of the AdvanSix Business October 4, 2001 (as defined in the Transaction Agreement) and the equity interests of certain direct and indirect Subsidiaries of Honeywell shall same may from time to time hereafter be contributed amended, supplemented, restated or otherwise transferred to modified, the Borrower "Purchase Agreement") among Funding, as seller, North Coast Funding LLC, as purchaser ("Purchaser" or its Subsidiaries "North Coast"), WFLLC, as servicer, XL Capital Assurance Inc. (the “Contribution”"Surety Provider"), and the equity interests National City Bank, or any successor agent appointed under Article IX of the Borrower shall be distributed Purchase Agreement, as agent for North Coast and the Surety Provider (in such capacity, the "Agent"). WFLLC will act as the initial servicer of the Purchased Assets on behalf of the Agent, the Purchaser and the Surety Provider pursuant 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 terms 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:Purchase Agreement.
Appears in 1 contract
Sources: Receivables Sale Agreement (Wabash National Corp /De)
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation Borrower, the lenders party thereto (the “Original Lenders”), the Administrative Agent, PNC Bank, National Association and Distribution AgreementGuaranty Bank, as co-documentation agents and Union Bank of California, N.A., as syndication agent, were parties to a credit agreement dated as of September 22July 1, 2016 2004 (as amended prior to the First Restatement Effective Date, the “Transaction Original Credit 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 Original Lenders made available to the Borrower a $175,000,000 revolving credit facility in accordance with the terms and conditions thereof; The Borrower, the lenders party thereto (the “First Restatement Lenders”), the Administrative Agent, PNC Bank, National Association and Guaranty Bank, as co-documentation agents, and Union Bank of California, N.A. and Compass Bank, as co-syndication agents, are parties to an amended and restated credit agreement dated as of March 14, 2008 (as amended, amended and restated, supplemented or otherwise modified prior to the Second Restatement Effective Date, the “Restated Credit Agreement”), pursuant to which the First Restatement Lenders made available to the Borrower a $175,000,000 revolving credit facility in accordance with the terms and conditions thereof (the “First Restatement Loans”); The Administrative Agent and certain of the First Restatement Lenders wish to amend and restate the Restated Credit Agreement in its entirety to (i) increase the aggregate commitments in the Restated Credit Agreement to be used for working capital, capital expenditures, and other lawful corporate purposes (including Permitted Acquisitions and Letters of Credit) and (ii) modify certain other terms applicable to the First Restatement Loans as more fully set forth herein to be effective as of the Second Restatement Effective Date; It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities of the AdvanSix Business (as defined in parties under the Transaction Original Credit Agreement or the Restated Credit 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 that this Agreement amend and restate in its entirety the equity interests of Restated Credit Agreement and re-evidence 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) Obligations outstanding on the Closing Second Restatement Effective Date on as contemplated hereby; and It is the terms and conditions provided herein. Following the initial funding intent 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree to confirm that all obligations and liabilities of the parties under the other Loan Documents, as follows:amended hereby, shall continue in full force and effect.
Appears in 1 contract
Sources: Credit Agreement (Holly Corp)
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, supplemented or otherwise modified from time to time. The Borrower has entered into Seller (i) desires to sell, transfer and assign an undivided percentage interest in a pool of receivables, and the Purchasers desire to acquire such undivided percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that certain Separation are made by such Purchasers and Distribution (ii) may, subject to the terms and conditions hereof, request that an LC Bank issue or cause the issuance of one or more Letters of Credit. This Agreement amends and restates in its entirety, as of the Closing Date, the Amended and Restated Receivables Purchase Agreement, dated as of September 22December 16, 2016 2011 (as amended, supplemented or otherwise modified prior to the date hereof, the “Transaction Prior Agreement”), between among the Borrower Seller, the Servicer, the various conduit purchasers, related committed purchasers, LC participants and Honeywell International Inc.purchaser agents party thereto, a Delaware corporation (“Honeywell”)and BNS, as the administrator. Pursuant to In connection with the Transaction amendment and restatement of the Prior Agreement, Honeywell shall undertake a series BNS, solely in its capacity as the administrator, has assigned all of transactions its rights and obligations as administrator under the Prior Agreement and each of the other Transaction Documents pursuant to which that certain Assignment and Assumption Agreement, dated on or about 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 date hereof (the “ContributionAssignment and Assumption Agreement”), among the Seller, the Servicer, the Performance Guarantor, BNS, PNC, Liberty Street, Credit Agricole and Atlantic, and the equity interests parties thereto desire that PNC, and PNC by its execution and delivery of its signature to the Assignment and Assumption Agreement and this Agreement hereby agrees to, become the Administrator. Notwithstanding the amendment and restatement of the Borrower Prior Agreement by this Agreement, (i) the Seller and the Servicer shall continue to be distributed liable to each of the shareholders of Honeywell (Indemnified Parties and Affected Persons for the “Distribution”)fees and expenses payable by the Seller and/or the Servicer, immediately after whichas applicable, which are accrued and unpaid under the Borrower shall constitute a separate company Prior Agreement on the date hereof (collectively, the “Spin-OffPrior Agreement Outstanding Amounts”). Prior ) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the consummation effective date 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), Agreement and (ii) $20,000,000 the security interest 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 favor of the First Amendment Effective Date, (a) Administrator created under the Term A Loans were Prior Agreement shall remain in full force and effect as security for such Prior Agreement Outstanding Amounts until such Prior Agreement Outstanding Amounts shall have been paid in full full. Upon the effectiveness of this Agreement, each reference to the Prior 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 Term A Facility terminatedcontrary, and (b) is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)Prior Agreement. In consideration of the mutual agreements, provisions and covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01herein, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglysufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower, the Guarantors, Bank of America, as administrative agent and collateral agent and the other lenders, swing line lenders and letter of credit issuers party thereto entered into a credit agreement dated as of January 30, 2012 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”). The Borrower has entered into requested that the applicable Lenders extend credit to the Borrower on the Restatement Effective Date in the form of term loans in an initial aggregate principal amount of $650,000,000. The proceeds of the term loan borrowings hereunder will bewere used (i) to repay in full the existing term loans and any accrued interest and fees of the Borrower under the Existing Credit Agreement and (ii) to finance the acquisition through one of the Borrower’s wholly owned subsidiaries (the “Acquisition”) of certain Separation and Distribution assets of Lafarge North America Inc. (the “Seller”) pursuant to the Asset Purchase Agreement, dated as of September 22April 16, 2016 2015 (the “Transaction Acquisition Agreement”), by and between the Borrower and Honeywell International Inc.Continental Cement Company, L.L.C., a Delaware corporation (“Honeywell”). Pursuant to the Transaction Agreementlimited liability company, Honeywell shall undertake a series of transactions pursuant to which the assets and liabilities indirect wholly owned subsidiary 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”)Borrower, and the equity interests Seller, in each such case, simultaneously herewith. Subject toUpon the satisfaction of the Borrower shall be distributed to conditions set forth in Section 4.01 hereof on the shareholders of Honeywell (the “Distribution”), immediately after whichRestatement Effective Date, the Borrower shall constitute a separate company (collectively, the “Spin-Off”). Prior to the consummation parties hereto as of the Spin-OffRestatement Effective Date have agreed to amend and restate the Existing Credit Agreement in the form of this Agreement, and the Borrower will borrow certain amounts under applicable Lenders have indicated their willingness to lend and the Facilities (as hereinafter defined) on the Closing Date L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, 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 herein. 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 has further requested that 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)Amendment No. As of the First Amendment 2 Effective Date, (a) all Restatement Effective Date Term Loans be converted to New Term Loans or be prepaid from the proceeds of newly funded New Term A Loans were paid in full and the Term A Facility terminated, and (b) the maximum aggregate principal amount and/or cash on hand of the Revolving Credit Facility has increased Borrower. Subject toUpon the satisfaction of the conditions set forth in Section 3 of Amendment No. 2, the parties thereto have agreed to $425,000,000lend New Term Loans and/or convert their Restatement Effective Date Term Loans into New Term Loans, of whichin each case, at any time, not more than (i) $40,000,000 in aggregate principal, notional or stated amount may be in on the form of L/C Credit Extensions provided by terms and subject to the L/C Issuers, conditions set forth therein and (ii) $40,000,000 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)herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into Each of the Originators now owns, and from time to time hereafter will own, Receivables. On the date of the Existing Agreement, each of the Originators party to the Existing Agreement made a dividend to Parent of all of such Originator's right, title and interest in and to 100% of its Receivables in existence as of the close of business on its Initial Cutoff Date, together with the associated Related Security and Collections, and Parent contributed all of such Receivables and the associated Related Security and Collections to Buyer's capital (such Receivables, the "INITIAL CONTRIBUTED RECEIVABLES" and, together with the associated Related Security and Collections, the "INITIAL CONTRIBUTED ASSETS") in exchange for 100% of the authorized Equity Interests of Buyer. Parent intended the contribution of the Initial Contributed Assets to be an absolute conveyance by Parent to Buyer thereof, providing Buyer with the full benefits of ownership of such Initial Contributed Assets, and neither Parent nor Buyer intended such contribution to be, or for any purpose to be characterized as, a loan from Buyer to Parent. Each of the Originators wishes to sell and assign to Buyer, and Buyer wishes to purchase from each Originator, all of such Originator's right, title and interest in and to its Receivables (other than Initial Contributed Receivables), together with the Related Security and Collections with respect thereto. Each of the Originators and Buyer intend the transactions contemplated hereby to be true sales to Buyer by such Originator of the Receivables originated by it, providing Buyer with the full benefits of ownership of such Receivables, and none of the Originators nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to such Originator. Buyer may finance its purchase of Receivables from the Originators, in part, by borrowing pursuant to that certain Separation Amended and Distribution Agreement, Restated Credit and Security Agreement dated as of September 22October 26, 2016 2005 (as amended, restated, replaced and/or otherwise modified from time to time in accordance with the “Transaction Agreement”)terms thereof, between the Borrower and Honeywell International "CREDIT AND SECURITY AGREEMENT") among Buyer, Rock-Tenn Converting Company, as initial Servicer, Blue Ridge Asset Funding Corporation, Three Pillars Funding LLC, SunTrust Bank, SunTrust Capital Markets, 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”)TPF Agent, and the equity interests of the Borrower shall be distributed to the shareholders of Honeywell Wachovia Bank, National Association, individually, as Blue Ridge Agent and as administrative agent (the “Distribution”), immediately after whichin such last capacity, the Borrower shall constitute a separate company (collectively, the “Spin-Off”"ADMINISTRATIVE AGENT"). 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:.
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into intends to acquire, directly or indirectly through one or more subsidiaries (the “Acquisition”), (i) all of the equity interests of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Management, LLC (“KMR”) that are currently not owned, directly or indirectly, by the Borrower and (ii) all of the limited partnership interests of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Energy Partners, L.P. (“KMP”) and El Paso Pipeline Partners, L.P. (“EPB”, and together with KMR and KMP, the “Acquired Entities”) that are not currently owned, directly or indirectly, by the Borrower. The Acquisition shall be consummated pursuant to (i) that certain Separation Agreement and Distribution AgreementPlan of Merger, dated as of September 22August 9, 2016 2014, by and among the Borrower, EPB, El Paso Pipeline GP Company, L.L.C. and E Merger Sub LLC (the “EPB Merger Agreement”) pursuant to which EPB shall be the surviving entity and a wholly-owned subsidiary of the Borrower, (ii) that certain Agreement and Plan of Merger, dated as of August 9, 2014, by and among the Borrower, KMR, KMP, Kinder ▇▇▇▇▇▇ ▇.▇., Inc. and P Merger Sub LLC (the “KMP Merger Agreement”) pursuant to which KMP shall be the surviving entity and a wholly-owned subsidiary of the Borrower, and (iii) that certain Agreement and Plan of Merger, dated as of August 9, 2014, by and among the Borrower, KMR, and R Merger Sub LLC (the “KMR Merger Agreement” and, together with the EPB Merger Agreement and the KMP Merger Agreement, the “Merger Agreements”) pursuant to which KMR shall be the surviving entity and a wholly-owned subsidiary of the Borrower. The Borrower intends to finance a portion of the cost of the Acquisition and the fees and expenses incurred in connection with the Acquisition (the “Transaction AgreementCosts”), 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 refinance 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 indebtedness of the Borrower shall be distributed to with (A) the shareholders of Honeywell (the “Distribution”), immediately after which, the Borrower shall constitute a separate company (collectively, the “Spin-Off”). Prior to the consummation proceeds 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 issuance of up to $155,000,000 5,000,000,000 of debt securities by the Borrower (the “New Senior Notes”) or (B) if all or portion of the New Senior Notes are not issued on or prior to the Borrower as provided herein and ending on time the Maturity Date Acquisition is consummated, the proceeds of up to $5,000,000,000 in borrowings under the Commitments (as hereinafter defineddefined below) 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions transactions set forth in Section 4.01this paragraph and the immediately preceding two paragraphs, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:“Transactions”).
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation Pursuant to the Agreement and Distribution AgreementPlan of Merger dated July 21, dated as of September 222008 (including all schedules and exhibits thereto, 2016 (the “Transaction Acquisition Agreement”) among the Borrower, Falcon Acquisition Sub, Inc., a Delaware corporation and an indirect Wholly-Owned Subsidiary of the Borrower (“Merger Sub”), between the Borrower and Honeywell International Foundry Networks, Inc., a Delaware corporation (the “HoneywellAcquired Business”). Pursuant to , Merger Sub will merge with and into the Transaction Agreement, Honeywell shall undertake a series of transactions pursuant to which the assets and liabilities of the AdvanSix Acquired 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 “ContributionAcquisition”), with the Acquired Business surviving such merger as an indirect Wholly-Owned Subsidiary of the Borrower. The proceeds of the borrowings hereunder will be used to fund a portion of the Transaction and the equity interests provide ongoing working capital and for other general corporate purposes of the Borrower shall and its Subsidiaries. The Borrower has requested that (i) the Revolving Credit Lenders provide Revolving Credit Commitments of $125,000,000 in the aggregate to be distributed to available for Revolving Credit Loans; (ii) the shareholders Term Loan Lenders make Term Loans in the amount 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) $1,100,000,000 on the Closing Date on Date; and (iii) the terms and conditions provided herein. Following L/C Issuer issue letters of credit for the initial funding account of the Facilities on Borrower. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. Concurrently with the Closing Date, the Borrower shall will enter into the Pre-Funding Security Agreement (as defined below) with the Administrative Agent, pursuant to which the gross proceeds from the Term Loans funded on the Closing Date and an additional amount in cash sufficient to pay a dividend accrued and unpaid interest on the principal amount of the Term Loans from the date hereof to Honeywell December 31, 2008 (collectively, with any other property from time to time subject to the Pre-Funding Security Agreement (as defined below), the “Honeywell DividendPre-Funding Security”). As ) will be deposited in an account that will be pledged to the Administrative Agent for the benefit of the First Amendment Effective Date, the transactions described in this paragraph Term Loan Lenders. The Lenders have been consummated. Accordingly, the Borrower has requested, indicated their willingness to lend and the Lenders have agreedL/C Issuer has indicated its willingness to issue letters of credit, to extend credit in each case, on the terms and 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Sources: Credit Agreement (Brocade Communications Systems Inc)
PRELIMINARY STATEMENTS. The Borrower has entered into parties hereto (other than the Additional Seller and the New Servicer) are parties to that certain Separation Fourth Amended and Distribution Restated Receivables Purchase Agreement, dated as of November 1, 2013, as amended by the First Amendment and Joinder, dated as of November 3, 2014, the Second Amendment, dated as of November 14, 2016, the Third Amendment, dated as of August 30, 2017, the Fourth Amendment, dated as of September 2230, 2016 2019, the Fifth Amendment, dated as of May 13, 2022, and the Sixth Amendment, dated as of September 30, 2022 (as amended, restated, supplemented or otherwise modified from time to time up to the date hereof, the “Transaction Existing Agreement”), between the Borrower . The Original Seller has transferred and Honeywell International Inc., a Delaware corporation (“Honeywell”). Pursuant assigned to the Transaction Purchasers pursuant to the Existing Agreement, Honeywell shall undertake a series of transactions and desires to continue to transfer and assign to the Purchasers pursuant to which the assets this Agreement Purchaser Interests from time to time. The Additional Seller wishes to transfer 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 assign to the Borrower or its Subsidiaries (Purchasers pursuant to this Agreement Purchaser Interests from time to time. The Sellers wish to designate and appoint the “Contribution”), and the equity interests of the Borrower shall be distributed New Servicer as Servicer hereunder with respect to the shareholders of Honeywell (Purchaser Interests sold by the “Distribution”), immediately after which, Sellers. 2307655.04B-NYCSR03A - MSW 1751912986.21751912986 07130679 The Sellers wish to designate and appoint the Borrower shall constitute Original Servicer as a separate company Permitted Sub-Servicer hereunder with respect to the Purchaser Interests sold by the Original Seller (collectively, the “Spin-OffLegacy Receivables”). Prior Each Conduit may, in its absolute and sole discretion, purchase the Purchaser Interests from the Sellers from time to time. In the consummation event that any Conduit declines to make any purchase of Purchaser Interests or if the related Purchaser Group does not include a Conduit, the applicable Related Financial Institution(s) will, at the request of the Spin-OffAdditional Seller, for itself and/or on behalf of the Borrower will borrow certain amounts under the Facilities (as hereinafter defined) on the Closing Date Original Seller, purchase such Purchaser Interests from time to time 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 herein. On 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained terms and subject to the satisfaction of the conditions set forth in Section 4.01herein, the Lenders ▇▇ ▇▇▇▇▇ have agreed to issue Letters of Credit, and each L/C Issuer are Financial Institution has agreed to acquire risk participations in such Letters of Credit. MUFG has been requested and is willing to extend such credit to act as Agent on behalf of the BorrowerPurchasers and Managing Agents in accordance with the terms hereof. Accordingly, the The parties hereto agree now desire to amend and restate the Existing Agreement in its entirety to read as follows:set forth herein.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Cardinal Health Inc)
PRELIMINARY STATEMENTS. The Borrower Company sold the Original Notes in a private transaction on May 30, 1996. In connection with such sale, the Company agreed to register the New Notes under the Securities Act on Form S-4 (the "Registration Statement") and to offer the holders of all outstanding Original Notes the opportunity to exchange all such Original Notes held by such holders for the New Notes. In connection with the filing of the Registration Statement and such exchange, the Company has entered agreed to cause this Indenture to be qualified under the TIA and to cooperate with the Trustee and the Noteholders in order that this Indenture may be so qualified. Upon the effectiveness of the Registration Statement, a Noteholder will have the right, but will not be obligated, to exchange Original Notes for the New Notes being issued pursuant hereto. Except as otherwise provided herein, the terms of the Original Indenture shall govern the Original Notes, and the terms of this Indenture shall govern the New Notes. The Company is duly authorized to execute and deliver this Indenture to provide for the New Notes issuable as provided in this Indenture. All covenants and agreements made by the Company herein are for the benefit and security of the Noteholders, the Trustee and the Collateral Agent. The Company is entering into that certain Separation this Indenture, and Distribution the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. All things necessary to make the New Notes, when duly executed by the Company, and authenticated and delivered hereunder, the valid obligations of the Company and to make this Indenture a valid and binding agreement of the Company have been done. All payments on the New Notes will be made from distributions on the Collateral Securities, which were issued pursuant to the Pooling and Servicing Agreement, dated as supplemented by the Series 1993-1 Supplement and the Series 1995-1 Supplement, copies of September 22which are attached hereto as Exhibits C, 2016 (D and E, respectively. Payment with respect to the “Transaction Agreement”)Collateral Securities are made from collections of payments on the Receivables sold by Palais Royal, between the Borrower and Honeywell International Inc., a Delaware Texas corporation (“Honeywell”"Palais"). Pursuant , to the Transaction Agreement, Honeywell shall undertake a series of transactions Company pursuant to which the assets Receivables Purchase Agreement attached hereto as Exhibit F, and liabilities of further transferred by 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 Company to the Borrower or its Subsidiaries (the “Contribution”), and the equity interests of the Borrower shall be distributed SRI Receivables Master Trust pursuant 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 Pooling 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:Servicing Agreement.
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower Seller now owns, and from time to time hereafter will own, Receivables. Seller has entered into that certain Separation previously sold, transferred and Distribution Agreement, assigned to Buyer Receivables pursuant to a Receivables Sale Agreement dated as of September 22January 7, 2016 2000 (the “Transaction "Previous Sale Agreement”)") among the Seller and Buyer. As of the date hereof, between TWRI is entering into a Receivables Transfer Agreement (the Borrower "Transfer Agreement") with Eagle Crest, Inc. and Honeywell International Inc.Running Y Resort, a Delaware corporation Inc. (“Honeywell”). Pursuant to each an "RTA Seller" and together the Transaction Agreement, Honeywell shall undertake a series of transactions "RTA Sellers") pursuant to which the assets RTA Sellers (i) on the effective date thereunder will sell the Legacy Eagle Crest Receivables to TWRI and liabilities (ii) from to time thereafter will sell RTA Receivables to TWRI. Seller and Buyer desire to amend and restate the Previous Sale Agreement. Seller wishes to continue to sell and assign to Buyer, and Buyer wishes to continue to purchase from Seller, all of Seller's right, title and interest in and to Receivables, together with the Related Security and Collections with respect thereto. Seller and Buyer intend the transactions contemplated hereby to be true sales of the AdvanSix Business Receivables from Seller to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and Seller and Buyer do not intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to Seller. Buyer has previously sold, transferred and assigned from time to time to the Purchasers upon each purchase of Receivables from Seller, undivided interests therein and in the associated Related Security and Collections pursuant to the Previous Purchase Agreement (as defined in the Transaction Purchase Agreement) ). Buyer desires to continue, upon each purchase of Receivables from Seller hereunder, to sell undivided interests in such Receivables and in the equity interests associated Related Security and Collections pursuant to the Receivables Purchase Agreement dated as of certain direct and indirect Subsidiaries of Honeywell shall the date hereof (as the same may from time to time hereafter be contributed amended, supplemented, restated or otherwise transferred to modified, the Borrower or its Subsidiaries "Purchase Agreement") by and between Buyer (in such capacity the “Contribution”"RPA Seller"), Seller, as Servicer, ▇▇▇▇▇ Fargo Minnesota, National Association, as Custodian, the financial institutions from time to time party thereto as "Financial Institutions", Jupiter Securitization Corporation and the equity interests of the Borrower shall be distributed to the shareholders of Honeywell Blue Keel Funding LLC, as Conduits, Fleet Securities, Inc., as an Investor Agent and as a Financial Institution, Bank One, NA, as Paying Agent and Bank One, NA (the “Distribution”Main Office Chicago), immediately after whichas Agent, the Borrower shall constitute Investor Agent and as 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:Financial Institution.
Appears in 1 contract
PRELIMINARY STATEMENTS. The Pursuant to the Original Agreement, on the Original Funding Date, Sunbeam contributed certain Receivables (the “Original Contributed Receivables”) to the capital of Buyer, and Coleman sold certain Receivables (the “Original Purchased Receivables”) to Borrower has entered into that certain Separation in consideration for the purchase price set forth in the Original Agreement. After the Original Funding Date, Coleman and Distribution Sunbeam sold additional Receivables (the “Original Additional Purchased Receivables” and, together with the Original Contributed Receivables and the Original Purchased Receivables, the “Original Receivables”) to Buyer in consideration for the purchase price set forth in the Original Agreement. From and after the Original Funding Date and prior to the Second Restatement Effective Date, no further contributions of Receivables were made by Sunbeam. On the Restatement Effective Date, the Restatement Date Originators sold initial Receivables (the “Initial Purchased Restatement Date Receivables”) to the Buyer and after the Restatement Effective Date Sunbeam, Coleman and the Restatement Originators sold additional Receivables (the “Additional Purchased Restatement Date Receivables”) to the Buyer in consideration for the purchase price set forth in the Existing Agreement. Pursuant to a Joinder Agreement, dated as of September 2229, 2016 2009, among the Buyer, the Originators party thereto, BRK, Lehigh, ▇▇▇▇ and Miken became a party to the Existing Agreement as an Originator thereunder and became bound by the provisions thereof and accordingly sold Receivables to the Buyer pursuant to the terms of the Existing Agreement. Each of the Originators and the Buyer desire to amend and restate the Existing Agreement in its entirety. Each of the Originators now owns, and from time to time hereafter will own, Receivables. Each of the Originators 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 such Receivables, together with the Related Security and Collections with respect thereto. Each of the Originators 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 the Originators nor Buyer intend these transactions to be, or for any purpose to be characterized as, loans from Buyer to any Originator. Buyer plans to finance its purchases of Receivables hereunder by borrowing under that certain Second Amended and Restated Loan Agreement dated as of July 29, 2010 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the “Loan Agreement”) among Buyer, as borrower, JARDEN CORPORATION, a Delaware corporation, as initial servicer (the “Transaction AgreementInitial Servicer”), between the Borrower and Honeywell International Inc.THREE PILLARS FUNDING LLC, a Delaware corporation limited liability company (“Honeywell”). Pursuant to the Transaction Agreementtogether with its successors and permitted assigns, 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 “ContributionThree Pillars”), ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION (“▇▇▇▇▇ Fargo” 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 (collectivelytogether with Three Pillars, the “Spin-OffLenders” and each individually, a “Lender”) and SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC., a Tennessee corporation, as agent and administrator for the Lenders (in such capacity, together with its successor and assigns in such capacity, the “Administrator”). 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:.
Appears in 1 contract
Sources: Receivables Contribution and Sale Agreement (Jarden Corp)
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation Pursuant to Sections 2.01.7, 2.01.8 and Distribution 2.01.9 of the Credit Agreement, dated as of September 22, 2016 the Borrowers are required to make certain curtailment payments with respect to the Floor Plan Loans (the “Transaction Agreement”), between the Borrower and Honeywell International Inc., a Delaware corporation (“HoneywellCurtailment Covenant”). Pursuant to Section 2.07 of the Transaction Credit Agreement, Honeywell shall undertake a series of transactions pursuant the Borrowers are required to which pay to the assets and liabilities Administrative Agent for the ratable benefit of the AdvanSix Business Lenders in each Class all accrued interest owing in respect of such Class of Loans in arrears on the applicable Interest Payment Dates (the “Interest Payment Covenant”). Pursuant to Section 2.03.3 of the Credit Agreement, the Revolving Credit Borrowers are required to pay to the Administrative Agent, for the account of the Revolving Credit Lenders, 100% of the Net Available Proceeds (less, without duplication, costs, fees and expenses payable to Coliseum) received by the Loan Parties from the Disposition of any real estate as a prepayment of the Revolving Credit Loans then outstanding (the “Mandatory Prepayment Covenant”). Pursuant to Section 6(c)(ii) of the Fourth Amendment, the Loan Parties are required to pay any Net Available Proceeds (after paying the outstanding principal and other amounts owing under the Coliseum Agreement to Coliseum) from the sale of the owned real property at the Tulsa Facility (as defined in the Transaction AgreementFourth Amendment) and the equity interests of certain direct and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred to the Borrower or its Subsidiaries Administrative Agent as a prepayment of the Revolving Credit Loans then outstanding (the “ContributionTulsa Proceeds Covenant”). The Loan Parties acknowledge and agree that if not for the waiver provided for in Section 2 below, one or more existing or potential Defaults or Events of Default would have occurred 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 continuing (collectively, the “Spin-OffSpecified Defaults”). Prior ) as a result of (i) the Borrowers’ failure to comply with (a) the Curtailment Covenants for the applicable payments due and owing on the Applicable Curtailment Dates occurring during the months ended August, 31, 2025, September 30, 2025, October 31, 2025 and November 30, 2025, (b) the Interest Payment Covenant for the Interest Payment Dates occurring during the months ended August, 31, 2025, September 30, 2025, October 31, 2025 and November 30, 2025, (c) the Mandatory Prepayment Covenant and the Tulsa Proceeds Covenant with respect the sale of the Tulsa Facility, (d) the minimum Liquidity covenant set forth in Section 6.19 of the Credit Agreement prior to the consummation Waiver End Date (as defined below), (e) the mandatory prepayment covenant set forth in Section 2.03.7 of the Spin-OffCredit Agreement prior to the Waiver End Date, and (f) the Borrower will borrow certain amounts maximum consigned vehicles covenant set forth in Section 6.20 of the Credit Agreement prior to September 26, 2025, (ii) the Borrowers’ representation under Section 3.19 of the Credit Agreement (the “Solvency Representation”) being false when made or deemed made prior to the Waiver End Date, and (iii) any of the foregoing Defaults or Events of Default resulting in defaults or cross defaults under the Facilities Knoxville mortgage in favor of First Horizon Bank. The Loan Parties have requested that the Lenders agree to temporarily waive the Specified Defaults and consent to the funding of the Cash Collateral Reserve (as hereinafter defineddefined below) on with certain Tulsa Facility sale proceeds, and the Closing Date undersigned Lenders have agreed to such temporary waiver and consent, in each case 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:herein.
Appears in 1 contract
Sources: Limited Waiver and Consent (Lazydays Holdings, Inc.)
PRELIMINARY STATEMENTS. Each of the Originators now owns, and from time to time hereafter will originate certain Receivables and other rights related thereto. Each of the Originators wishes to sell and assign to the Buyer, and the Buyer wishes to purchase from each of the Originators, all of such Originators right, title and interest in and to such Receivables, whether now owned and existing or hereafter arising. Each of the Originators and the Buyer believes that it is in their mutual best interests for such Originator to sell its Receivables to the Buyer and for the Buyer to purchase such Receivables. The Borrower has entered into Buyer shall, on each applicable Purchase Date, purchase all of each Originator's right, title and interest in and to such Originator's Receivables existing on such date and all Related Security and Collections associated therewith and the proceeds thereof. Each of the Originators and the Buyer intends the transactions contemplated hereby to be true sales of Receivables from such Originator to the Buyer, providing the Buyer with the full benefits of ownership of the Receivables, and neither of the Originators nor the Buyer intends these transactions to be, or for any purpose to be characterized as, loans from the Buyer to either or both of the Originators. Upon each purchase of Purchased Assets from an Originator, the Buyer will sell Purchased Assets, pursuant to that certain Separation and Distribution Agreement, Receivables Sale Agreement dated as of September 22___, 2016 2001 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the "Sale Agreement") between WFLLC, as seller, and WNC Funding LLC, as purchaser (hereinafter sometimes called "Funding" or "Purchaser"). Contemporaneously therewith, Funding will sell undivided interests in such Purchased Assets and will pledge all of its rights, titles and interests therein to the Agent on behalf of North Coast and the Surety Provider pursuant to that certain Receivables Purchase Agreement dated as of October 4, 2001 (as the same may be amended or supplemented (the “Transaction "Purchase Agreement”"), between the Borrower and Honeywell International Inc.North Coast Funding LLC ("North Coast"), a Delaware corporation XL Capital Assurance Inc. (“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”"Surety Provider"), and the equity interests National City Bank, or any successor agent appointed under Article IX of the Borrower shall be distributed to Purchase Agreement, as agent for North Coast and the shareholders of Honeywell Surety Provider (the “Distribution”), immediately after whichin such capacity, the Borrower shall constitute a separate company (collectively, the “Spin-Off”"Agent"). Prior to the consummation WFLLC will act as Servicer 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:Purchased Assets.
Appears in 1 contract
Sources: Receivables Sale Agreement (Wabash National Corp /De)
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation and Distribution Transaction Agreement, dated as of September 22April 28, 2016 2014 (the “Transaction Agreement”), between the Borrower and Honeywell International among Alliant Techsystems Inc., a Delaware corporation (“HoneywellATK”), the Borrower, Vista Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Orbital Sciences Corporation, a Delaware corporation (“Orbital”). Pursuant to the Transaction Agreement, Honeywell ATK shall undertake a series of transactions on or prior to the Closing Date pursuant to which the assets and liabilities of the AdvanSix Sporting Business (as defined in the Transaction Agreement) and the equity interests of certain direct and indirect Subsidiaries of Honeywell ATK 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 ATK (the “Distribution”), immediately after which, the Borrower shall constitute a separate company (collectively, the “Spin-Off”). Prior to Immediately after 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 Immediately following the initial funding of the Facilities on the Closing Date, the Borrower shall pay a dividend to Honeywell ATK (the “Honeywell ATK Dividend”). As Promptly following or substantially concurrently with the payment of the First Amendment Effective DateATK Dividend, Merger Sub will merge with and into Orbital on the transactions described in this paragraph have been consummatedClosing Date (the “Merger”), with Orbital being the surviving entity and becoming a wholly-owned Subsidiary of ATK. 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 $270,000,000 350,000,000 to the Borrower as provided herein and (b) Revolving Credit Loans (as hereinafter defined) in an aggregate principal amount of up to $155,000,000 400,000,000 to the Borrower as provided herein and ending on the Maturity Date (as hereinafter defined) of which, at any time, not more than (i) $25,000,000 100,000,000 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 25,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01Sections 4.01 and 4.02, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has Lessor and Integrated Living Communities of ▇▇▇▇▇▇▇▇, ▇.▇, a Delaware limited partnership ("Original Lessee") (successor by conversion to Integrated Living Communities of McKinney, Inc., a Delaware corporation) entered into that certain Separation and Distribution Agreement, Lease Agreement dated as of September 22December 31, 2016 1996, which was amended by that certain First Amendment to Lease Agreement dated as of December 1, 1997, and which was further amended by that certain Second Amendment to Lease Agreement dated as of May 9, 2002 (as amended, the “Transaction Agreement”"Lease"), between the Borrower whereby Lessor agreed to lease to Original Lessee, and Honeywell International Inc.Original Lessee agreed to lease from Lessor, a Delaware corporation (“Honeywell”)that certain assisted living facility located at ▇▇▇▇ ▇. Pursuant to the Transaction Agreement▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Honeywell shall undertake a series of transactions pursuant to which the assets ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, as more particularly described and liabilities of the AdvanSix Business (as defined in the Transaction AgreementLease (the "Leased Property"). A copy of the Lease is attached hereto as Exhibit "A". The Lease was assigned to Assignor by Original Lessee pursuant to that certain Assignment and Assumption of Lease Agreement (With Consent) dated as of May 9, 2002. Existing Guarantor executed a Guaranty of Payment and Performance dated May 9, 2002 ("Existing Guaranty"), in favor of Lessor, guaranteeing Assignor's obligations under the equity interests of certain direct Lease. Assignor now desires to assign to Assignee, and indirect Subsidiaries of Honeywell shall be contributed Assignee desires to accept the assignment of, any right, title or otherwise transferred interest Assignor has in and to the Borrower or its Subsidiaries (Leased Property as lessee under the “Contribution”)Lease, and the equity interests of the Borrower shall be distributed Assignor and Assignee desire Lessor to, among other things, consent to the shareholders of Honeywell (the “Distribution”)such assignment and to make certain other agreements and statements, immediately after which, the Borrower shall constitute a separate company (collectively, the “Spin-Off”). Prior all pursuant 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 this Assignment and Assumption of Lease Agreement (the “Honeywell Dividend”this "Agreement"). As Emeritus is the sole shareholder of ESC ▇.▇. ▇▇, INC., a Washington corporation, which is the First Amendment Effective Dategeneral partner of Assignee. Emeritus is required to make certain representations, the transactions described warranties and agreements in this paragraph have been consummated. Accordingly, the Borrower has requested, and the Lenders have agreed, to extend credit subject Agreement as a condition precedent to the conditions set forth herein in the form execution 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 this Agreement 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:Lessor.
Appears in 1 contract
Sources: Assignment and Assumption of Lease Agreement (Emeritus Corp\wa\)
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation Pursuant to the Agreement and Distribution Agreement, Plan of Merger 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 Closing Date (as hereinafter defined) (together with the related Certificate of Merger acknowledged by the Secretary of State of the State of Delaware, collectively, the “Merger Agreement”) between the Parent, the Company, and Main Street, the Parent shall cause the Company to acquire Main Street (the “Acquisition”) pursuant to a cash tender offer to purchase all of the Main Street Stock (as hereinafter defined) not already held by the Parent. Immediately after the initial Borrowing of the Loans (each as hereinafter defined) is made to the Company and the Parent under this Agreement on the Closing Funding Date (as hereinafter defined), after the consummation of the Acquisition, and at the Merger Effective Time (as hereinafter defined) the Company shall be merged with and into Main Street (the “Merger”) with Main Street as the surviving corporation of such Merger. Immediately at the Merger Effective Time, Main Street will assume all of the obligations of the Company as a “Borrower” hereunder and under each and every other Loan Document, and each and every reference to “Company” or to “Borrower” in this Agreement or in any other Loan Documents shall, from and after the Merger Effective Time mean and include Main Street. The Parent and the Company have requested that in order to effectuate the Acquisition and the Merger, the Lenders lend to the Company up to $35,000,000 to pay to the holders of the Main Street Stock other than the Company and the Parent, a portion of the cash consideration for their shares of Main Street Stock, to pay transaction fees and expenses and to refinance certain Indebtedness of Main Street. The Borrowers have requested that the Lenders provide a term loan facility and the Lenders have indicated their willingness to lend 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Sources: Senior Subordinated Loan Agreement (Main Street Acquisition CORP)
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 terms of (i) the Censeo Acquisition Agreement, Honeywell shall undertake a series of transactions pursuant to which on the assets and liabilities of the AdvanSix Business Closing Date Buyer 2, through its subsidiary, Chloe Merger Sub, LLC, will acquire Censeo Health LLC (as defined in the Transaction Agreement“Censeo”) and its subsidiaries and (ii) the equity interests of certain direct Advance Acquisition Agreement, on the Closing Date, Buyer 1, through its indirect subsidiary, Ox Merger Sub, LLC, will acquire Drynachan, LLC (“Advance”) 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 subsidiaries (collectively, the “Spin-OffAcquisitions”). Prior to the consummation Closing Date (x) 100% of the Spin-Offequity interests of Buyer 1, shall be transferred to Chloe Ox Intermediate 2, LLC, (y) Chloe Ox Intermediate 2, LLC shall contribute 100% of the equity interests of Buyer 2 to Buyer 1, upon the occurrence of which Buyer 1 shall be the direct parent of Buyer 2 and (z) Buyer 1 shall transfer 100% of the equity interests of Ox Merger Sub, LLC to Buyer 2. To fund a portion of the transactions contemplated by the Acquisition Agreements, the Sponsor and certain other investors (including the Management Investors) will contribute an amount in cash equity contributions, directly or indirectly, to the Borrower, which equity, when combined with the equity of the Management Investors that will be retained, rolled over or converted, if any, shall be no less than 40.0% of the total consolidated pro forma debt and equity of the Borrower will borrow certain amounts under the Facilities (as hereinafter defined) and its subsidiaries on the Closing Date on after giving effect to the terms and conditions provided herein. Following the initial funding of the Facilities Transactions (but without giving effect to any loans borrowed hereunder on the Closing DateDate to fund any working capital needs) (such contribution and the retention, rollover or conversion, collectively, the Borrower shall pay a dividend to Honeywell (the “Honeywell DividendEquity Contribution”). As of To consummate the First Amendment Effective Date, the transactions described in this paragraph have been consummated. AccordinglyTransactions, the Borrower has requested, and requested that 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) on the Closing Date in an aggregate principal amount of equal to $270,000,000 to the Borrower as provided herein 260,000,000 and (b) a Revolving Credit Loans (as hereinafter defined) Facility in an aggregate principal amount of up $35,000,000 in each case, subject to $155,000,000 to the Borrower increase as provided herein herein. The applicable Lenders have indicated their willingness to lend 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 each L/C Credit Extensions (as hereinafter defined) provided by Issuer has indicated its willingness to issue Letters of Credit, in each case, on the L/C Issuers (as hereinafter defined), terms and (ii) $20,000,000 in aggregate principal amount may be in subject to 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)conditions set forth herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation Pursuant to the Amended and Distribution Restated Credit Agreement, dated as of September 22August 31, 2016 2009 (as amended, supplemented or otherwise modified prior to the Closing Date, the “Transaction Existing Credit Agreement”), between among the Borrower Company, certain of the Company’s Subsidiaries, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Honeywell International Inc.L/C Issuer, a Delaware corporation and the other lenders from time to time party thereto (the “HoneywellExisting Lenders”). Pursuant , the Existing Lenders agreed to make extensions of credit to the Transaction Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Company and its Subsidiaries, and the L/C Issuer agreed to issue Letters of Credit to the Company and its Subsidiaries on the terms and conditions set forth therein. The Company has requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Company and its Subsidiaries pursuant to the terms of this Agreement, Honeywell shall undertake a series and the Lenders (including certain of transactions pursuant the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement that (a) the commitments which the assets Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and liabilities restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the AdvanSix Business Existing Letters of Credit) and other Obligations (as defined in the Transaction Existing Credit Agreement) and outstanding under the equity interests of certain direct and indirect Subsidiaries of Honeywell Existing Credit Agreement shall be contributed or otherwise transferred governed by and deemed to be outstanding under the Borrower or its Subsidiaries amended and restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the “Contribution”)parties thereto, other than for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the equity interests terms of the Borrower shall be distributed Existing Credit Agreement on or prior 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 or arising (in the case of indemnification) under 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 Existing 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 in aggregate principal amount may be in the form of Swing Line Loans (as hereinafter defined) provided by the Swing Line Lenders (as hereinafter definedAgreement). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety, as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into City of Lawrence, Kansas (the "City") created the Downtown 2000 TIF District (the "District"), as set forth in that certain Separation Agreement for Construction of Parking Garage and Distribution AgreementConcerning Downtown Development dated September 18, dated as 2000 between the City and 9-10, L.C., a Kansas limited liability company ("9-10"). Borrower purchased certain property described on Exhibit A attached hereto ("Property"), within the District from 9-10 and incurred certain costs and expenses in connection with the construction of September 22, 2016 public infrastructure and other improvements to the Property (the “Transaction Agreement”), between the Borrower and Honeywell International Inc., a Delaware corporation (“Honeywell”"Project"). Pursuant to the Transaction terms of that certain Incentive Agreement dated as of April 4, 2012, between the City and the Borrower (the "Incentive Agreement"), Honeywell shall undertake the City agreed to reimburse the Borrower for such costs and expenses related to the Project. Lender and Borrower are parties to a series Amended and Restated Business Loan Agreement dated of transactions even date (as amended, restated or modified from time to time, the "Loan Agreement") pursuant to which ▇▇▇▇▇▇ made a term loan to Borrower in the assets original principal amount of $8,300,000 (the "Loan"), which Loan is evidenced by that certain Amended and liabilities Restated Promissory Note dated of even date herewith, executed by Borrower and payable to Lender in the original principal amount of the AdvanSix Business Loan (as amended, restated, extended, renewed or modified from time to time, the "Note"). As a condition to the extension of the Loan, Lender requires that Borrower assign its rights under the Incentive Agreement and other documents and agreements relating thereto to Lender with respect to the Property and/or the Project to be exercised by Lender in the event of Borrower's default under the Loan Agreement or the other Loan Documents (as defined in the Transaction Loan Agreement) and that Borrower certify as to certain matters respecting 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”)Incentive Agreement, 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 (all as hereinafter defined) on the Closing Date on the terms and conditions provided further set forth herein. Following the initial funding of the Facilities on the Closing DateUnless otherwise noted below, the Borrower shall pay a dividend to Honeywell (the “Honeywell Dividend”). As of the First Amendment Effective Date, the transactions described capitalized terms used in this paragraph Agreement but not defined in this Agreement shall have been consummated. Accordingly, the Borrower has requested, and the Lenders have agreed, meanings ascribed to extend credit subject to the conditions set forth herein them 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:Loan Agreement.
Appears in 1 contract
Sources: Security Agreement
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation This Agreement amends and Distribution restates in its entirety, as of the Restatement Date (as defined below), the Amended and Restated Receivables Purchase Agreement, dated as of September 22January 9, 2016 2024 (as amended, restated, supplemented or otherwise modified prior to the Restatement Date, the “Transaction Prior Agreement”), between among each of the Borrower and Honeywell International Inc., a Delaware corporation (“Honeywell”)parties hereto. Pursuant to Upon the Transaction effectiveness of this Agreement, Honeywell shall undertake a series of transactions pursuant to which the assets terms and liabilities provisions of the AdvanSix Business Prior Agreement shall, subject to this paragraph, be superseded and replaced by the terms and provisions of this Agreement in their entirety. Notwithstanding the amendment and restatement of the Prior Agreement by this Agreement, (i) the Seller and Servicer shall continue to be liable to Agent and any other Seller Indemnified Party, Servicer Indemnified Party or Secured Parties (as such terms are defined in the Transaction Prior Agreement) and for all Seller Obligations (as such term is defined in 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”Prior Agreement), fees and expenses which are accrued and unpaid under the equity interests of Prior Agreement on the Borrower shall be distributed to the shareholders of Honeywell (the “Distribution”), immediately after which, the Borrower shall constitute a separate company Restatement Date (collectively, the “Spin-OffPrior Agreement Outstanding Amounts”). Prior ) and all agreements to indemnify and pay any costs to such parties in connection with events or conditions arising or existing prior to the consummation Restatement Date, and nothing contained in this amendment and restatement shall constitute payment of, or impair or limit cancel or extinguish, or constitute a novation in respect of, any of the Spin-OffPrior Agreement Outstanding Amounts or such other obligations, the Borrower will borrow certain amounts liabilities or indemnifications evidenced by or arising under the Facilities Prior Agreement and all such Prior Agreement Outstanding Amounts and such other obligations, liabilities or indemnifications shall constitute Seller Obligations under this Agreement and (ii) the liens and security interests created under the Prior Agreement shall not in any manner be impaired, limited or terminated and shall remain in full force and effect as hereinafter defined) security for the Prior Agreement Outstanding Amounts and all other Seller Obligations. Upon the effectiveness of this Agreement, each reference to the Prior 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 Prior Agreement. The Transferor has acquired, and will acquire from time to time, Receivables from the other Originators pursuant to the Purchase and Sale Agreement. The Seller has acquired, and will acquire from time to time, Receivables from the Transferor pursuant to the Sale and Contribution Agreement. The Seller has requested that the Investors make Investments from time to time to the Seller 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 requestedterms, and the Lenders have agreed, to extend credit subject to the conditions set forth herein in herein, secured by, among other things, 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)Receivables. In consideration of the mutual agreements, provisions and covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01herein, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglysufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation Pursuant to Sections 2.01.7, 2.01.8 and Distribution 2.01.9 of the Credit Agreement, dated as of September 22, 2016 the Borrowers are required to make certain curtailment payments with respect to the Floor Plan Loans (the “Transaction Agreement”), between the Borrower and Honeywell International Inc., a Delaware corporation (“HoneywellCurtailment Covenant”). Pursuant to Section 2.07 of the Transaction Credit Agreement, Honeywell shall undertake a series of transactions pursuant the Borrowers are required to which pay to the assets and liabilities Administrative Agent for the ratable benefit of the AdvanSix Business Lenders in each Class all accrued interest owing in respect of such Class of Loans in arrears on the applicable Interest Payment Dates (the “Interest Payment Covenant”). Pursuant to Section 2.03.3 of the Credit Agreement, the Revolving Credit Borrowers are required to pay to the Administrative Agent, for the account of the Revolving Credit Lenders, 100% of the Net Available Proceeds (less, without duplication, costs, fees and expenses payable to Coliseum) received by the Loan Parties from the Disposition of any real estate as a prepayment of the Revolving Credit Loans then outstanding (the “Mandatory Prepayment Covenant”). Pursuant to Section 6(c)(ii) of the Fourth Amendment, the Loan Parties are required to pay any Net Available Proceeds (after paying the outstanding principal and other amounts owing under the Coliseum Agreement to Coliseum) from the sale of the owned real property at the Tulsa Facility (as defined in the Transaction AgreementFourth Amendment) and the equity interests of certain direct and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred to the Borrower or its Subsidiaries Administrative Agent as a prepayment of the Revolving Credit Loans then outstanding (the “ContributionTulsa Proceeds Covenant”). The Loan Parties acknowledge and agree that if not for the waiver provided for in Section 2 below, one or more existing or potential Defaults or Events of Default would have occurred 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 continuing (collectively, the “Spin-OffSpecified Defaults”). Prior ) as a result of (i) the Borrowers’ failure to comply with (a) the Curtailment Covenants for the applicable payments due and owing on the Applicable Curtailment Date occurring on or about August 1, 2025, (b) the Interest Payment Covenant for the Interest Payment Dates occurring on July 31, 2025 and August 1, 2025 (as applicable) and (c) the Mandatory Prepayment Covenant and the Tulsa Proceeds Covenant with respect the sale of the Tulsa Facility, (ii) the Borrowers’ representation under Section 3.19 of the Credit Agreement (the “Solvency Representation”) being false when made or deemed made prior to the consummation Waiver End Date (as defined below) and (iii) any of the Spin-Off, the Borrower will borrow certain amounts foregoing Defaults or Events of Default resulting in defaults or cross defaults under the Facilities Knoxville mortgage in favor of First Horizon Bank. The Loan Parties have requested that the Lenders agree to temporarily waive the Specified Defaults and consent to the funding of the Cash Collateral Reserve (as hereinafter defineddefined below) on with certain Tulsa Facility sale proceeds, and the Closing Date undersigned Lenders have agreed to such temporary waiver and consent, in each case 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:herein.
Appears in 1 contract
Sources: Limited Waiver and Consent (Lazydays Holdings, Inc.)
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation Pursuant to the Agreement and Distribution Agreement, Plan of Merger 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 Closing Date (as hereinafter defined) on (together with the Closing Date on related Certificate of Merger acknowledged by the terms and conditions provided herein. Following the initial funding Secretary of State of the Facilities on the Closing DateState of Delaware, collectively, the Borrower “Merger Agreement”) between the Parent, the Company, and Main Street, the Parent shall pay a dividend cause the Company to Honeywell acquire Main Street (the “Honeywell DividendAcquisition”) pursuant to a cash tender offer to purchase all of the Main Street Stock (as hereinafter defined) not already held by the Parent. Immediately after the initial Credit Extension of the Term Loan (each as hereinafter defined) is made to the Company and the Parent under this Agreement on the Funding Date (as hereinafter defined), after the consummation of the Acquisition, and at the Merger Effective Time (as hereinafter defined) the Company shall be merged with and into Main Street (the “Merger”) with Main Street as the surviving corporation of such Merger. Immediately at the Merger Effective Time, Main Street will assume all of the obligations of the Company as a “Borrower” hereunder and under each and every other Loan Document, and each and every reference to “Company” or to “Borrower” in this Agreement or in any other Loan Documents shall, from and after the Merger Effective Time mean and include Main Street. The Parent and the Company have requested that (a) in order to effectuate the Acquisition and the Merger, the Lenders lend to the Company up to $100,000,000 to pay to the holders of the Main Street Stock other than the Company and the Parent, the cash consideration for their shares of Main Street Stock, to pay transaction fees and expenses and to refinance certain Indebtedness of Main Street and (b) from time to time, the Lenders lend to the Borrowers and the L/C Issuer (as hereinafter defined) issue Letters of Credit (as hereinafter defined) for the account of the Borrowers to provide a revolving credit facility for the Borrowers and their Subsidiaries (as hereinafter defined). As of The Borrowers have requested that the First Amendment Effective Date, the transactions described in this paragraph have been consummated. Accordingly, the Borrower has requestedLenders provide a term loan facility and a revolving credit facility, and the Lenders have agreedindicated their willingness to lend and the L/C Issuer has indicated its willingness to issue Letters of Credit, to extend credit in each case, on the terms and 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has previously entered into that certain Separation and Distribution Agreement, First Lien Credit Agreement dated as of September 22April 20, 2016 2012 among PG Holdco, LLC, the Borrower (f/k/a PGA Holdings, Inc.), the several Lenders (as defined therein) and the Issuing Lenders (as defined therein) from time to time parties thereto, Barclays Bank PLC, as administrative agent and collateral agent, and the syndication agents and documentation agents named therein (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof prior to the date hereof, the “Existing Credit Agreement”). The Borrower wishes to repay all Indebtedness of the Borrower and its Subsidiaries incurred pursuant to the Existing Credit Agreement (the “Transaction Agreement”), between the Borrower and Honeywell International Inc., a Delaware corporation (“HoneywellClosing Date Refinancing”). 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 In connection with 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. AccordinglyRefinancing, the Borrower has requested, and the requested that certain existing Lenders have agreed, to extend credit subject to the conditions Borrower on the terms set forth herein in the form of (a1) $185,000,000 of Term A Loans and (as hereinafter defined2) in an $75,000,000 aggregate principal amount of $270,000,000 to Revolving Commitments on the Closing Date. The proceeds of the Term Loans and any Revolving Loans made on the Closing Date, together with the proceeds of cash on hand at 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 its subsidiaries on the Maturity Closing Date, will be used on the Closing Date (as hereinafter defined) of whichto, at any timeinter alia, not more than (i) $25,000,000 in aggregate principaleffect the Closing Date Refinancing, 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 pay certain original issue discount or upfront fees in aggregate principal amount may be in connection with the form of Swing Line Loans Transactions and (as hereinafter definediii) provided by pay the Swing Line Transaction Expenses. The applicable Lenders (as hereinafter defined). As of the First Amendment Effective Datehave indicated their willingness to lend, (a) the Term A Loans were paid in full and the Term A Facility terminatedIssuing Bank has indicated its willingness to issue Letters of Credit, in each case on the terms and (b) subject to 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)conditions set forth herein. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto agree to amend and restate the Existing Credit Agreement in its entirety as follows:
Appears in 1 contract
PRELIMINARY STATEMENTS. The Borrower has entered into that certain Separation and Distribution Pursuant to Section 5.26 of the Credit Agreement, dated as all of September 22the Camping World Asset Sales are required to be consummated on or before March 31, 2016 2025. The Borrowers anticipate that the Camping World Asset Sales with respect to the Facilities located in Council Bluffs, Iowa and Portland, Oregon (together, the “Designated Closings”) will not be consummated (whether before, on or after March 31, 2025). Pursuant to Section 5.05 of the Credit Agreement, the Loan Parties are not required to pay the Construction Past-Due Payables until March 31, 2025 (the “Transaction AgreementConstruction Payables Covenant Exception”). The Borrowers have negotiated extended payment terms with respect to the Construction Past-Due Payables owed to M2 Steel Systems, between LLC and T&J Construction, LLC (the Borrower and Honeywell International Inc., a Delaware corporation (“HoneywellSpecified Payables”). Pursuant to Section 5.09.3 of the Transaction Credit Agreement, Honeywell the Borrower Representative shall undertake a series submit to the Administrative Agent certain financial statements of transactions pursuant to which the assets Pubco Guarantor and liabilities its Subsidiaries as of the AdvanSix Business end of each Fiscal Year and with respect thereto, accompanied by an audit opinion thereon which shall not be subject to any “going concern” or like qualification or exception (as defined in a “Going Concern Qualification”). The Borrower Representative anticipates that the Transaction Agreement) audit opinion that is delivered together with the financial statements of Pubco Guarantor and the equity interests of certain direct and indirect Subsidiaries of Honeywell shall be contributed or otherwise transferred to the Borrower or its Subsidiaries as of the end of the 2024 Fiscal Year and with respect thereto (the “Contribution2024 Audit Opinion”) may include a Going Concern Qualification. The Borrowers have requested that the Required Lenders (i) waive the requirement under the Credit Agreement that Camping World Asset Sales with respect to the Designated Closings shall be consummated (whether before, on or after March 31, 2025), (ii) consent to the extension of the deadline set forth in the Construction Payables Covenant Exception solely with respect to Specified Payables and (iii) consent to the delivery by the Borrower Representative of the 2024 Audit Opinion with a Going Concern Qualification, and the equity interests of the Borrower shall be distributed Required Lenders have agreed 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 grant such waiver and consents on the terms and conditions provided contained 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:.
Appears in 1 contract
Sources: Limited Waiver and Consent (Lazydays Holdings, Inc.)
PRELIMINARY STATEMENTS. The Borrower has Borrowers, MVWC, the Lenders, and the Administrative Agent have heretofore entered into that certain Separation and Distribution Credit Agreement, dated as of September 22August 31, 2016 2018 (as amended, supplemented or otherwise modified prior to the date hereof, the “Transaction Existing Credit Agreement”, and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), between . The Borrowers have requested that 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 Lenders holding Initial Term Loans (collectively, the “Spin-OffExisting Term Lenders”). Prior , among other things, modify the interest rates applicable to the consummation Initial Term Loans outstanding under the Credit Agreement, which modifications shall be effected by the exchange of the Spin-OffInitial Term Loans for Refinancing Term Loans otherwise having, except as otherwise provided in this Agreement, the Borrower will borrow certain amounts under same terms as the Facilities (as hereinafter defined) on the Closing Date Initial Term Loans, on the terms and conditions provided set forth herein. Following Each Existing Term Lender executing and delivering a commitment (a “Refinancing Term Loan Commitment”) in substantially the initial funding form attached as Exhibit A hereto (or such other form as the Administrative Agent may approve) and electing the cashless settlement option therein (each such Lender in such capacity, a “Converting Lender” and, together with each other Person executing and delivering a Refinancing Term Loan Commitment, the “Refinancing Lenders”) shall be deemed to have exchanged the aggregate outstanding amount of its Initial Term Loans (or such lesser amount as the Lead Arrangers may allocate in connection with the syndication of the Facilities on Refinancing Term Loans) under 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 Credit Agreement for an equal aggregate principal amount of $270,000,000 to the Borrower as provided herein and (b) Revolving Credit 2019 Refinancing Term Loans (as hereinafter defineddefined below) in an aggregate principal amount of up under the Credit Agreement. The Borrowers have requested that the Lenders consent to $155,000,000 certain other modifications to the Borrower Existing Credit Agreement 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)for herein. In consideration of the mutual premises and agreements, provisions and covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto hereby covenant and agree as follows:
Appears in 1 contract
Sources: Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)
PRELIMINARY STATEMENTS. The Borrower has entered into Borrower, Bright Horizons Capital Corp., the Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer are parties to that certain Separation Credit Agreement originally dated as of January 30, 2013 (as amended and Distribution restated as of November 7, 2016, as amended by the Amendment Agreement, dated as of September 22May 8, 2016 2017, the Amendment to Credit Agreement, dated as of November 30, 2017, the Third Amendment to Credit Agreement, dated as of May 31, 2018, the Fourth Amendment to Credit Agreement, dated as of April 24, 2020, the Fifth Amendment to Credit Agreement, dated as of May 7, 2020 and the Sixth Amendment to Credit Agreement, dated as of May 26, 2021 and as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”). The Borrower, Bright Horizons Capital Corp., the Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer, have entered into the Amendment Agreement, dated as of November 23, 2021 (the “Transaction 2021 Amendment 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 (i) the assets and liabilities of the AdvanSix Business 2021 Term B Lenders (as defined below)certain lenders agreed to make certain term loans (“2021 Term B Loans (as defined below)”) constituting Other Term Loans in an aggregate principal amount of $600,000,000 on 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 2021 Effective Date (the “Contribution”as defined below), and (ii) 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 Term A Lenders (as hereinafter defineddefined below) 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 agreed 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) make Term A Loans (as hereinafter defineddefined below) in an aggregate principal amount of $270,000,000 to 400,000,000 on the 2021 Effective Date (iii) the Borrower as provided herein agreed to use the proceeds of such 2021 Term B Loans and (b) Revolving Credit Term A Loans, together with cash on hand, to prepay in full the outstanding principal amount of the Existing Term B Loans (as hereinafter defineddefined in the 2021 Amendment Agreement), together with any accrued but unpaid interest, and to pay related fees and expenses and (iv) in an aggregate principal amount of up to $155,000,000 the parties thereto have agreed, subject to the Borrower as provided herein terms and ending on conditions thereof, to amend and restate 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 Existing Credit Agreement to be in the form hereof. As of L/C the 2021 Effective Date, the Existing Credit Extensions (as hereinafter defined) provided by the L/C Issuers (as hereinafter defined), Agreement is amended and (ii) $20,000,000 in aggregate principal amount may be restated in the form of Swing Line Loans (as hereinafter defined) provided by this Agreement in accordance with the Swing Line Lenders (as hereinafter defined). As of the First 2021 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)Agreement. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Sources: Credit Agreement (Bright Horizons Family Solutions Inc.)
PRELIMINARY STATEMENTS. The Borrower has Lessor and Integrated Living Communities of ▇▇▇▇▇▇▇▇▇, ▇.▇, a Delaware limited partnership ("Original Lessee") (successor by conversion to Integrated Living Communities of ▇▇▇▇▇▇▇▇▇, Inc., a Delaware corporation) entered into that certain Separation and Distribution Agreement, Lease Agreement dated as of September 22December 31, 2016 1996, which was amended by that certain First Amendment to Lease Agreement dated as of December 1, 1997, and which was further amended by that certain Second Amendment to Lease Agreement dated as of May 9, 2002 (as amended, the “Transaction Agreement”"Lease"), between the Borrower whereby Lessor agreed to lease to Original Lessee, and Honeywell International Inc.Original Lessee agreed to lease from Lessor, a Delaware corporation (“Honeywell”). Pursuant to the Transaction Agreementthat certain assisted living facility located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Drive, Honeywell shall undertake a series of transactions pursuant to which the assets Henderson, Texas 75654, as more particularly described and liabilities of the AdvanSix Business (as defined in the Transaction AgreementLease (the "Leased Property"). A copy of the Lease is attached hereto as Exhibit "A". The Lease was assigned to Assignor by Original Lessee pursuant to that certain Assignment and Assumption of Lease Agreement (With Consent) dated as of May 9, 2002. Existing Guarantor executed a Guaranty of Payment and Performance dated May 9, 2002 ("Existing Guaranty"), in favor of Lessor, guaranteeing Assignor's obligations under the equity interests of certain direct Lease. Assignor now desires to assign to Assignee, and indirect Subsidiaries of Honeywell shall be contributed Assignee desires to accept the assignment of, any right, title or otherwise transferred interest Assignor has in and to the Borrower or its Subsidiaries (Leased Property as lessee under the “Contribution”)Lease, and the equity interests of the Borrower shall be distributed Assignor and Assignee desire Lessor to, among other things, consent to the shareholders of Honeywell (the “Distribution”)such assignment and to make certain other agreements and statements, immediately after which, the Borrower shall constitute a separate company (collectively, the “Spin-Off”). Prior all pursuant 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 this Assignment and Assumption of Lease Agreement (the “Honeywell Dividend”this "Agreement"). As Emeritus is the sole shareholder of ESC ▇.▇. ▇▇, INC., a Washington corporation, which is the First Amendment Effective Dategeneral partner of Assignee. Emeritus is required to make certain representations, the transactions described warranties and agreements in this paragraph have been consummated. Accordingly, the Borrower has requested, and the Lenders have agreed, to extend credit subject Agreement as a condition precedent to the conditions set forth herein in the form execution 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 this Agreement 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:Lessor.
Appears in 1 contract
Sources: Assignment and Assumption of Lease Agreement (Emeritus Corp\wa\)
PRELIMINARY STATEMENTS. The Borrower has Alliance Resource Operating Partners, L.P., a Delaware limited partnership (the “Borrower”), JPMorgan, as administrative agent, and certain lenders party thereto, previously entered into that certain Separation Fourth Amended and Distribution Restated Credit Agreement, dated as of September 22January 27, 2016 2017 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Transaction Existing Credit Agreement”), between and as a condition to the effectiveness of the Existing Credit Agreement, certain Subsidiaries of the Borrower entered into that certain Amended and Honeywell International Inc.Restated Subsidiary Guaranty, a Delaware corporation dated as of January 27, 2017 (as amended, restated, amended and restated, supplemented, or otherwise modified prior to the date hereof, the “HoneywellOriginal Guaranty”). Pursuant to The Borrower, Alliance Resource Partners, L.P., as Parent, the Transaction Administrative Agent and the Lenders party thereto, have entered into that certain Fifth Amended and Restated Credit Agreement, Honeywell shall undertake a series of transactions pursuant to which the assets and liabilities dated as of the AdvanSix Business date hereof (as defined in the Transaction Agreement) amended, restated, amended and the equity interests of certain direct and indirect Subsidiaries of Honeywell shall be contributed restated, supplemented or otherwise transferred modified from time 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 (collectivelytime, the “Spin-OffCredit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined). Prior to , which amends and restates in its entirety the consummation of the Spin-Off, the Borrower will borrow certain amounts under the Facilities (as hereinafter defined) on the Closing Date Existing Credit Agreement on the terms and conditions provided herein. Following set forth therein, and in connection therewith, the initial funding Borrower, each Subsidiary 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 requestedparty hereto, and the Lenders have agreedAdministrative Agent are amending and restating the Original Guaranty as set forth herein. Each Guarantor may receive, to extend credit subject directly or indirectly, a portion of the proceeds of the Advances under the Credit Agreement and will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement. It is a condition precedent to the conditions set forth herein in making of Advances and the form issuance of (a) Term A Loans (as hereinafter defined) in an aggregate principal amount Letters 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), Lenders under the Credit Agreement from time to time that each Guarantor shall have executed 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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). In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto agree as follows:delivered this Guaranty.
Appears in 1 contract
PRELIMINARY STATEMENTS. The US Borrower has entered into requested that certain Separation and Distribution Agreementthe Credit Agreement be amended pursuant to Section 2.24 thereof to replace, dated as in full, all Term Loans outstanding immediately prior to the effectiveness of September 22, 2016 this Second Amendment (the “Transaction AgreementExisting Term Loans”), between the Borrower and Honeywell International Inc., ) with a Delaware corporation (“Honeywell”). Pursuant to the Transaction Agreement, Honeywell shall undertake a series replacement tranche 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 term loans (the “ContributionReplacement Term Loans”), and which Replacement Term Loans shall have the equity interests of the Borrower shall be distributed same terms (other than to the shareholders of Honeywell extent expressly provided otherwise in this Second Amendment) under the Loan Documents as the Existing Term Loans. The Person identified as the “Replacement Term Lender” on Schedule A hereto (the “DistributionReplacement Term Lender”), immediately after which, the Borrower shall constitute a separate company ) (collectively, the “Spin-Off”). Prior a) will be deemed to have irrevocably agreed to the consummation terms of this Second Amendment and to have irrevocably committed to make the Replacement Term Loans to the US Borrower on the Second Amendment Effective Date in the full amount set forth opposite the name of the Spin-OffReplacement Term Lender on Schedule A hereto and (b) upon the Second Amendment Effective Date, will make such Replacement Term Loans to the Borrower US Borrower. The aggregate proceeds of the Replacement Term Loans, together with cash on hand, will borrow certain amounts under the Facilities (as hereinafter defined) on the Closing Date be used to replace, in full, all Existing Term Loans and pay related fees, costs and expenses, on the terms and subject to the conditions provided set forth herein. Following To accomplish the initial funding of foregoing (a) the Facilities US Borrower, the Administrative Agent and the Replacement Term Lender are willing to amend the Credit Agreement pursuant to Section 2.24 thereof as set forth below (the Credit Agreement as amended hereby, the “Amended Credit Agreement”) and (b) the Replacement Term Lender is willing to provide the Replacement Term Loans, which will replace, in full, all Existing Term Loans, in each case, on the Closing Date, the Borrower shall pay a dividend to Honeywell (the “Honeywell Dividend”). As of the First Second Amendment Effective Date, on the transactions described in this paragraph have been consummated. Accordingly, the Borrower has requested, terms and the Lenders have agreed, to extend credit subject to the conditions set forth herein and 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 Amended 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 amount may be in the form of L/C Credit Extensions provided by the L/C Issuers, and (ii) $40,000,000 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)Agreement. In consideration of the mutual covenants and agreements herein contained and subject to the satisfaction of the conditions set forth in Section 4.01, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordinglycontained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Sources: Second Replacement Facility Amendment (Continental Building Products, Inc.)