Common use of PRELIMINARY STATEMENTS Clause in Contracts

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 5 contracts

Sources: Receivables Financing Agreement (Cincinnati Bell Inc), Receivables Financing Agreement, Receivables Financing Agreement

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Datedate hereof, the Receivables Financing Second Amended and Restated Transfer and Administration Agreement, dated as of May 10September 28, 2018 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Existing Agreement”), among the Borrower, as “U.S. Borrower”SPV, the Servicer, as “U.S. Servicer”the Managing Agents, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”Investors, the “Group Agents” and “Lenders” Administrators from time to time party thereto and the AdministratorAgent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Original Existing Agreement shall, subject to this paragraph, be superseded amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Original Existing Agreement by this Agreement, (i) the Borrower SPV and the Servicer shall continue to be liable to each of the parties to the Original Existing Agreement or any other Indemnified Party or Affected Person Servicer Indemnified Party (as such terms are defined in the Original Existing Agreement) for fees and expenses which are accrued and unpaid under the Original Existing Agreement on the date hereof (collectively, the “Original Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Existing Agreement shall remain in full force and effect as security for such Original Existing Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in fullAmounts. Upon the effectiveness of this Agreement, each reference to the Original Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue 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 Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 5 contracts

Sources: Transfer and Administration Agreement (Greif, Inc), Transfer and Administration Agreement (Greif, Inc), Transfer and Administration Agreement (Greif, 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Second Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10January 13, 2018 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Prior Agreement”), among each of the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administratorparties hereto. Upon the effectiveness of this Agreement, the terms and provisions of the Original Prior Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Prior Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or PNC, Regions and any other Indemnified Party or Affected Person (as such terms are defined in the Original Prior Agreement) for fees and expenses which are accrued and unpaid under the Original Prior Agreement on the date hereof (collectively, the “Original Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Prior Agreement shall remain in full force and effect as security for such Original Prior Agreement Outstanding Amounts until such Original Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original 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 Original Prior Agreement. The 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 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. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 4 contracts

Sources: Receivables Purchase Agreement (Core Natural Resources, Inc.), Receivables Purchase Agreement (Arch Resources, Inc.), Receivables Purchase Agreement (Arch Coal Inc)

PRELIMINARY STATEMENTS. Certain terms that The Borrower, ADT and Mizuho as sole Purchaser, Purchaser Agent, Administrative Agent, Arranger, Collateral Agent and Structuring Agent are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto parties to the “Agreement” refer to this AgreementReceivables Purchase Agreement dated as of March 5 2020, as amended as of April 17, 2020, September 17, 2020, January 29, 2021 and March 5, 2021 (as so amended, restatedthe “Existing Purchase Agreement”), supplemented or otherwise modified from time pursuant to timewhich the Borrower has sold certain Receivables and Related Assets (the “Existing Receivable Pool”) to the Collateral Agent on behalf of the Lenders. The Borrower has requested acquired the Existing Receivable Pool from ADT as the Originator pursuant to the Receivables Sale and Contribution Agreement dated as of April 17, 2020 (athe “Existing Sale Agreement”) between the Borrower and the Originator. The parties hereto wish to amend and restate the Existing Purchase Agreement in its entirety in the form of this Agreement to provide for the sale by the Collateral Agent back to the Borrower of the Existing Receivable Pool (including all Collections thereon), and to provide for Loans that the Lenders make Loans may be made from time to time to the Borrower at the Borrower’s request and at the discretion of the Lenders, which Loans shall be secured by the Existing Receivable Pool, together with all Receivables and Related Assets hereafter acquired by the Borrower, as well as all other assets of the Borrower, whether now existing or hereafter acquired. Concurrently with this Agreement, the Existing Sale Agreement is being amended and restated in its entirety (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit as so amended and restated and as it may be further amended from time to time, in each casethe “Sale Agreement”). The Borrower may acquire from time to time additional Receivables and Related Assets from the Originator pursuant to the Sale Agreement. The Borrower may from time to time request that the Lenders make Loans to the Borrower, on the terms terms, and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Datesecured by, among other things, the Pool Receivables Financing Agreement, dated as of May 10, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original AgreementRelated Assets. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree that as of the Closing Date, subject to the satisfaction of the conditions precedent set forth in Section 5.01, the Existing Purchase Agreement is amended and restated as follows:

Appears in 4 contracts

Sources: Receivables Financing Agreement (ADT Inc.), Receivables Financing Agreement (ADT Inc.), Receivables Financing Agreement (ADT 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign receivables, and the Lenders make Loans Purchasers desire to acquire such receivables from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Fifth Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10March 25, 2018 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “the U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”Sub-Servicers, the “Group Agents” various Purchasers and “Lenders” from time to time Purchaser Agents party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties Administrator, the Purchasers and Purchaser Agents party to the Original Agreement or and any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof Closing Date (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. For the avoidance of doubt, all Capital, Discount, Letters of Credit, Fees and all other amounts outstanding or owing by the Seller under the Original Agreement remain outstanding or owing by the Seller (or the Servicer or U.S. Sub-Servicers, as the case may be) hereunder. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 3 contracts

Sources: Receivables Purchase Agreement (Peabody Energy Corp), Receivables Purchase Agreement (Peabody Energy Corp), Receivables Purchase Agreement (Peabody Energy 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) is party to that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of certain Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10March 7, 2018 2011 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Existing Credit Agreement”), made by and among the Borrower, as “U.S. Borrower”Chinos Acquisition Corporation (which merged with and into the Borrower on March 7, the Servicer2011), Holdings, Bank of America, N.A., as “U.S. Servicer”administrative agent and collateral agent, Cincinnati Bell Funding Canada Ltd.and the lenders, as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” other agents and “Lenders” issuers from time to time party thereto and thereto. The Borrower has requested that the Administrator. Upon Lenders extend credit to the effectiveness Borrower in the form of this Agreement, Loans on the terms and provisions Closing Date in an initial aggregate principal amount of the Original Agreement shall, subject to this paragraph, be superseded hereby $1,567,000,000 in their entirety. Notwithstanding the connection with an amendment and restatement of the Original Existing Credit Agreement. The parties hereto intend that (a) the Obligations (as defined in the 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 by 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, Agreement and the other Loan Documents. The proceeds of the Loans will be used (i) to refinance, in full, the Borrower 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 the Servicer shall continue to be liable to each of the parties pay any premium and accrued interest to the Original Agreement or any other Indemnified Party or Affected Person date of redemption, pursuant to the Senior Notes Indenture in satisfaction and discharge thereof in accordance with its terms (as such terms are defined the transactions described in the Original Agreementclauses (i) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (ii), collectively, the “Original Agreement Outstanding AmountsRefinancing”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior (iii) to the effective date extent of this Agreement any excess proceeds following the Refinancing, to pay fees and (ii) expenses associated with the security interest created by Refinancing. The applicable Lenders have indicated their willingness to lend on the Borrower under the Original Agreement shall remain in full force terms and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference subject to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained conditions set forth herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto agree to amend and restate the Existing Credit Agreement in its entirety as follows:

Appears in 3 contracts

Sources: Credit Agreement (Chinos Holdings, Inc.), Credit Agreement (J Crew Group Inc), Credit Agreement (J Crew Group 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, restated, supplemented or otherwise modified from time to time. The Each Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower Borrowers and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10June 6, 2018 2011 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the U.S. Borrower, as “U.S. BorrowerSeller”, the U.S. Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Purchaser Agents” and “LendersPurchasers” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the U.S. Borrower and the U.S. Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full; provided that any Pool Assets sold to the “Purchasers” pursuant to the Original Agreement shall be deemed to be assets of the Borrowers subject to the security interest granted hereunder in favor of the Administrator. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 3 contracts

Sources: Receivables Financing Agreement (Cincinnati Bell Inc), Receivables Financing Agreement (Cincinnati Bell Inc), Receivables Financing Agreement (Cincinnati Bell 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested Seller (ai) that desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Lenders make Loans 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 Borrower terms and (b) conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth hereinCredit. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Purchase Agreement, dated as of May 10March 23, 2018 2007 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”the Purchaser Agents, the “Group Agents” and “Lenders” Purchasers from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 2 contracts

Sources: Receivables Purchase Agreement (Cincinnati Bell Inc), Receivables Purchase Agreement (Cincinnati Bell 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested entered into that certain Separation and Distribution Agreement, dated as of September 22, 2016 (athe “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) that and the Lenders make Loans from time to time 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 (bthe “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) that on the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, 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. This Agreement amends and restates herein in its entirety, as the form of the Closing Date, the Receivables Financing Agreement, dated as of May 10, 2018 (a) Term A Loans (as amended, restated, supplemented or otherwise modified prior hereinafter defined) in an aggregate principal amount of $270,000,000 to the date hereofBorrower 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, the “Original Agreement”)at any time, among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, not more than (i) $25,000,000 in aggregate principal, notional or stated amount may be in the Borrower and the Servicer shall continue to be liable to each form of the parties to the Original Agreement or any other Indemnified Party or Affected Person L/C Credit Extensions (as such terms are defined in hereinafter defined) provided by the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof L/C Issuers (collectivelyas hereinafter defined), the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) $20,000,000 in aggregate principal amount may be in the security interest created form of Swing Line Loans (as hereinafter defined) provided by the Borrower under Swing Line Lenders (as hereinafter defined). As of the Original Agreement shall remain First Amendment Effective Date, (a) the Term A Loans were paid in full force and effect 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 security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon hereinafter defined) provided by the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original AgreementSwing Line Lenders (as hereinafter defined). In consideration of the mutual agreements, provisions covenants and covenants agreements herein contained hereinand subject to the satisfaction of the conditions set forth in Section 4.01, the sufficiency of which is hereby acknowledgedLenders 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. Certain terms that are capitalized Issuer has duly authorized the execution and used throughout this Agreement are defined in Exhibit I. References delivery of the Indenture to provide for an issue of its Notes as provided in the Exhibits hereto to Indenture. All covenants and agreements made by Issuer herein are for the “Agreement” refer to this Agreementbenefit 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 Second Amended and Restated Transfer and Servicing Agreement with First National Funding LLC, a Nebraska limited liability company, as amendedTransferor, restatedand First National Bank of Omaha, supplemented or otherwise modified from time a national banking association, as Servicer, pursuant to time. The Borrower has requested which (a) that Transferor will convey to Issuer all of its right, title and interest in, to and under the Lenders make Loans from time to time to Receivables arising in the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit Accounts from time to time, in each case, on the terms and subject which Transferor will have received from FNBO pursuant to the conditions set forth hereinReceivables Purchase Agreement and (b) Servicer will agree to service the Receivables and make collections thereon on behalf of the Noteholders. This Agreement amends The Issuer and restates the Indenture Trustee, or their predecessors in interest, had previously entered into a Master Indenture, dated as of October 24, 2002, as amended by First Amendment to Master Indenture, dated as of November 17, 2003 (the “Original Indenture”) and as amended and restated, in its entirety, as of the Closing Date, the Receivables Financing Agreement, by a First Amended and Restated Master Indenture dated as of May 10December 20, 2018 2012 (as amendedthe “Existing Indenture”). This Indenture amends and restates, restatedin its entirety, supplemented or otherwise modified prior the Existing Indenture and constitutes an indenture supplemental to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time Existing Indenture pursuant to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions Section 10.02(b) of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:Existing Indenture.

Appears in 2 contracts

Sources: Master Indenture (First National Funding LLC), Master Indenture (First National Funding LLC)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto Pursuant to the “Agreement” refer to this Third Amended and Restated Credit Agreement, dated as of February 6, 2018 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, restated, supplemented or otherwise modified from time prior to time. The Borrower has requested (a) that the Lenders make Loans Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Borrower 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 (the “Existing 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, and the Lenders (including certain of 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 Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) that the LC Bank issue or cause the issuance of one or more Existing Loans, all Letters of Credit from time (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to timebe 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 for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in each casethe case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. This In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement amends is hereby amended and restates restated in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 2 contracts

Sources: Credit Agreement (Hain Celestial Group Inc), Credit Agreement (Hain Celestial Group Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are used as defined in Exhibit I. References in the Exhibits hereto to the “Agreement” in the Exhibits hereto refer to this Agreement. The Seller (i) desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Conduit Purchasers desire to acquire such undivided variable percentage interest, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by the Conduit Purchasers and (ii) may, subject to the Borrower terms and (b) conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth hereinCredit. This Agreement amends and restates in its entirety, as of the Closing Restatement Date, the Receivables Financing Purchase Agreement, dated as of May 10April 30, 2018 2003 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”the Sub-Servicers, the “Group Agents” and “Lenders” Conduit Purchasers from time to time party thereto thereto, the Purchaser Agents party thereto, and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of PNC, the parties to the Original Agreement Conduit Purchasers or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in fullAgreement. Upon the effectiveness of this Agreement, PNC as LC Bank and PNC and each other LC Participant noted on the signature pages hereto shall become a party to this Agreement and each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which Original Agreement is hereby acknowledged, the parties hereto agree amended and restated to read in its entirety as follows:

Appears in 2 contracts

Sources: Receivables Purchase Agreement (Consol Energy Inc), Receivables Purchase Agreement (Consol Energy Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized Each of the Originators now owns, and used throughout this Agreement are defined from time to time hereafter will own, Receivables. On the date of the 2000 Agreement, each of the Originators party thereto made a dividend to Parent of all of such Originator’s right, title and interest in Exhibit I. References and to 100% of its Receivables in existence as of the Exhibits hereto 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 “AgreementInitial Contributed Receivablesrefer 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 this Agreementbe 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 continue to sell and assign to Buyer, and Buyer wishes to continue to purchase from each Originator, all of such Originator’s right, title and interest in and to its existing and future 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 intends to finance its purchase of Receivables from the Originators, in part, by borrowing pursuant to that certain Fifth Amended and Restated Credit and Security Agreement dated as of the date hereof (as amended, restated, supplemented or restated and/or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on accordance with the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereofthereof, the “Original Credit and Security Agreement”)) among Buyer, among the BorrowerRock-Tenn Converting Company, as “U.S. Borrower”, the initial Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, each of the “Group Agents” lenders and “Lenders” co-agents from time to time party thereto and the Administrator. Upon the effectiveness of this AgreementCoöperatieve Centrale Raiffeisen-Boerenleenbank B.A., the terms “Rabobank Nederland”, New York Branch, as administrative agent (in such last capacity, together with its successors and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby permitted assigns in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectivelycapacity, the “Original Agreement Outstanding AmountsAdministrative Agent”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:funding agent.

Appears in 2 contracts

Sources: Receivables Sale Agreement (Rock-Tenn CO), Receivables Sale Agreement (Rock-Tenn CO)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. I to this Agreement. References in the Exhibits hereto to the Agreement” refer to this Agreement, as amended, amended and restated, modified or supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on On the terms and subject to the conditions set forth herein, (i) each 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 its entirety, as of the Closing Date, the that certain Fourth Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10September 26, 2018 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Existing Agreement”), among the BorrowerSellers, as “U.S. Borrower”Manitowoc, Garland, Convotherm, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto Purchaser and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entiretyAgent. Notwithstanding the amendment and restatement of the Original Existing Agreement by this Agreement, (i) the Borrower Sellers, Manitowoc, Garland and the Servicer Convotherm shall continue to be liable to each of the parties to Purchaser, the Original Agreement Agent or any other Indemnified Party or Affected Person (as such terms are defined in the Original Existing Agreement) for fees and expenses which are accrued and unpaid under the Original Existing Agreement on the date hereof Closing Date (collectively, the “Original Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement Closing Date and (ii) the security interest created by the Borrower under the Original Existing Agreement shall remain in full force and effect as security for such Original Existing Agreement Outstanding Amounts until such Original Existing Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Existing Agreement in any Transaction Document or in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:.

Appears in 2 contracts

Sources: Receivables Purchase Agreement (Manitowoc Co Inc), Receivables Purchase Agreement (Manitowoc Co 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Lenders make Loans Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to timebased upon, in each casepart, on the terms and subject to the conditions set forth hereinreinvestment payments that are made by such Purchasers. This Agreement amends and restates in its entirety, as of the Closing Date, the Third Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10April 30, 2018 2007 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”the Purchaser Agents, the “Group Agents” and “Lenders” Purchasers from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 2 contracts

Sources: Receivables Purchase Agreement, Receivables Purchase Agreement (Fleetcor Technologies Inc)

PRELIMINARY STATEMENTS. Certain terms The 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 are capitalized certain Amended and used throughout this Restated Receivables Purchase Agreement are defined in Exhibit I. References dated as of September 10, 2004 (the “Existing Agreement”). The Seller wishes to increase the facility evidenced by the Existing Agreement, and Amsterdam, ABN AMRO and the Amsterdam Agent wish to become parties thereto. The Seller desires to continue to transfer and assign Purchaser Interests to the Purchasers from time to time. In addition, the Seller may from time to time request the LC Issuer to issue Letters of Credit for which the Seller’s reimbursement obligations will be secured by a pledge of the Seller’s interest in the Exhibits hereto Receivables and Related Security, and the LC Issuer has agreed, subject to the “Agreement” refer to terms and conditions contained in this Agreement, as amendedto issue such Letters of Credit. Each of the Uncommitted Purchasers may, restatedin its absolute and sole discretion, supplemented or otherwise modified purchase Purchaser Interests from the Seller from time to time. The Borrower has requested (a) that Committed Purchasers shall, at the Lenders make Loans from time to time to request of the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit Seller, purchase Purchaser Interests from time to time. JPMorgan Chase has been requested and is willing to act as agent on behalf of the Falcon Group, STCM has been requested 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 Blue Ridge Group, and ABN AMRO has been requested and is willing to act as agent on behalf of the Amsterdam Group, in each case, on accordance with the terms hereof. USF Assurance will act as agent on its own behalf. In addition, JPMorgan Chase has been requested and subject is willing to act as administrative agent on behalf of the conditions set forth hereinGroups in accordance with the terms hereof. This The parties wish to amend and restate the Existing Agreement amends and restates in its entiretyentirety as hereinafter set forth, as of the Closing Dateand accordingly, the Receivables Financing Agreement, dated as of May 10, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Yellow Roadway Corp)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit EXHIBIT I. References in the Exhibits hereto to the "Agreement" refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, entirety the Receivables Financing Agreement, Purchase Agreement dated as of May 10June 30, 2018 1999 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”"ORIGINAL AGREEMENT"), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto Market Street Capital Corp. ("MSCC") and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of MSCC, the parties to the Original Agreement Administrator or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for with respect to all unpaid fees and expenses which are accrued and unpaid to the date hereof under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in fullAgreement. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect effect any other instrument, document or agreement executed and/or and or delivered in connection with the Original Agreement. The 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 are made by such Purchasers. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Wesco International 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing DateRestatement Date (as defined below), the Receivables Financing Purchase Agreement, dated as of May 10July 15, 2018 2021 (as amended, restated, supplemented or otherwise modified prior to the date hereofRestatement Date, the “Original Prior Agreement”), among each of the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administratorparties hereto. Upon the effectiveness of this Agreement, the terms and provisions of the Original Prior Agreement shall, subject to this paragraph, be superseded hereby and replaced by the terms and provisions of this Agreement in their entirety. Notwithstanding the amendment and restatement of the Original Prior Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or Agent and any other Seller Indemnified Party, Servicer Indemnified Party or Affected Person Secured Parties (as such terms are defined in the Original Prior Agreement) for all Seller Obligations (as such term is defined in the Prior Agreement), fees and expenses which are accrued and unpaid under the Original Prior Agreement on the date hereof Restatement Date (collectively, the “Original Prior Agreement Outstanding Amounts”) and all agreements to indemnify and pay any costs to such parties in connection with events or conditions arising or existing prior to the effective date 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 Prior Agreement Outstanding Amounts or such other obligations, liabilities or indemnifications evidenced by or arising under the 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 interest interests created by the Borrower under the Original Prior Agreement shall not in any manner be impaired, limited or terminated and shall remain in full force and effect as security for such Original the Prior Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in fulland all other Seller Obligations. Upon the effectiveness of this Agreement, each reference to the Original 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 Original 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 terms, and subject to the conditions set forth herein, secured by, among other things, the Receivables. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Audacy, Inc.)

PRELIMINARY STATEMENTS. Certain terms Seller desires to transfer and assign Purchaser Interests to the Purchasers from time to time. Each Conduit may, in its absolute and sole discretion, purchase Purchaser Interests from Seller from time to time. In the event that are capitalized and used throughout this Agreement are defined in Exhibit I. References a Conduit declines to make any purchase, the Committed Purchaser(s) in the Exhibits hereto to relevant Conduit Group shall, at the “Agreement” refer to this Agreementrequest of Seller, as amended, restated, supplemented or otherwise modified purchase Purchaser Interests from time to time. The Borrower Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, has been requested (a) that and is willing to act as Administrative Agent on behalf of the Lenders make Loans from time to time to Conduits and the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, Committed Purchasers in each case, on accordance with the terms and subject to the conditions set forth hereinhereof. This Agreement amends and restates in its entiretySeller, as of the Closing DateServicer, the Committed Purchasers, the Conduits, the Agents and the Administrative Agent are parties to that certain Receivables Financing Agreement, Purchase Agreement dated as of May 10April 4, 2018 2000 (the “Original RPA”), as amendedamended and restated by that certain First Amended and Restated Receivables Purchase Agreement dated as of June 30, restated2008 (the “First Amended and Restated RPA”), supplemented as amended and restated by that certain Second Amended and Restated Receivables Purchase Agreement dated as of March 27, 2009 (the “Second Amended and Restated RPA”), as amended or otherwise modified prior to and including the date hereofhereof (the Original RPA, the First Amended and Restated RPA and the Second Amended and Restated RPA together, the “Original Agreement”), among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time desire to time party thereto amend and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of restate the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement appoint EPC as Sub-Servicer of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid Receivables under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain to make certain other changes as are set forth in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:658652.06-Chicago Server 1A - MSW ARTICLE I PURCHASE ARRANGEMENTS

Appears in 1 contract

Sources: Receivables Purchase Agreement (Energizer Holdings 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) is party to that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of certain Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10March 7, 2018 2011 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Existing Credit Agreement”), made by and among the Borrower, as “U.S. Borrower”Chinos Acquisition Corporation (which merged with and into the Borrower on March 7, the Servicer2011), Holdings, Bank of America, N.A., as “U.S. Servicer”administrative agent and collateral agent, Cincinnati Bell Funding Canada Ltd.and the lenders, as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” other agents and “Lenders” issuers from time to time party thereto and thereto. The Borrower has requested that the Administrator. Upon Lenders extend credit to the effectiveness Borrower in the form of this Agreement, Loans on the terms and provisions Closing Date in an initial aggregate principal amount of the Original Agreement shall, subject to this paragraph, be superseded hereby $1,567,000,000 in their entirety. Notwithstanding the connection with an amendment and restatement of the Original Existing Credit Agreement. The parties hereto intend that (a) the Obligations (as defined in the 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 by 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, Agreement and the other Loan Documents. The proceeds of the Loans will be used (i) to refinance, in full, the Borrower 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 the Servicer shall continue to be liable to each of the parties pay any premium and accrued interest to the Original Agreement or any other Indemnified Party or Affected Person date of redemption, pursuant to the Senior Notes Indenture in satisfaction and discharge thereof in accordance with its terms (as such terms are defined the transactions described in the Original Agreementclauses (i) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (ii), collectively, the “Original Agreement Outstanding AmountsRefinancing”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior (iii) to the effective date extent of this Agreement any excess proceeds following the Refinancing, to pay fees and (ii) expenses associated with the security interest created by Refinancing. The applicable Lenders have indicated their willingness to lend on the Borrower under the Original Agreement shall remain in full force terms and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference subject to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained conditions set forth herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto agree to amend and restate the Existing Credit Agreement in its entirety as follows:: CG&R DRAFT: # ()

Appears in 1 contract

Sources: Restructuring Support Agreement (J Crew Group 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested entered into that certain Separation and Distribution Agreement, dated as of September 22, 2016 (athe “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) that and the Lenders make Loans from time to time 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 (bthe “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) that on the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, 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”). Accordingly, the Borrower has requested, and the Lenders have agreed, to extend credit subject to the conditions set forth herein. This Agreement amends and restates herein in its entirety, as the form of the Closing Date, the Receivables Financing Agreement, dated as of May 10, 2018 (a) Term A Loans (as amended, restated, supplemented or otherwise modified prior hereinafter defined) in an aggregate principal amount of $270,000,000 to the date hereofBorrower 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, the “Original Agreement”)at any time, among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, not more than (i) $25,000,000 in aggregate principal, notional or stated amount may be in the Borrower and the Servicer shall continue to be liable to each form of the parties to the Original Agreement or any other Indemnified Party or Affected Person L/C Credit Extensions (as such terms are defined in hereinafter defined) provided by the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof L/C Issuers (collectivelyas hereinafter defined), the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) $20,000,000 in aggregate principal amount may be in the security interest created form of Swing Line Loans (as hereinafter defined) provided by the Borrower under the Original Agreement shall remain in full force and effect Swing Line Lenders (as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreementhereinafter defined). In consideration of the mutual agreements, provisions covenants and covenants agreements herein contained hereinand subject to the satisfaction of the conditions set forth in Section 4.01, the sufficiency of which is hereby acknowledgedLenders 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. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Datedate hereof, the Receivables Financing Purchase Agreement, dated as of May 10August 7, 2018 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 29, 2020 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Previously Existing Agreement,” and together with the Original Agreement, the “Prior Agreements”), by and among certain of the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administratorparties hereto. Upon the effectiveness of this Agreement, the terms and provisions of the Original Previously Existing Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Previously Existing Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or MUFG and any other Indemnified Party or Affected Person (as such terms are defined in the Original Previously Existing Agreement) for fees and expenses which are accrued and unpaid under the Original Previously Existing Agreement on the date hereof (collectively, the “Original Previously Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Previously Existing Agreement shall remain in full force and effect as security for such Original Previously Existing Agreement Outstanding Amounts until such Original Previously Existing Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Previously Existing Agreement in any other document, instrument or agreement 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 Original Previously Existing Agreement. For the avoidance of doubt, all Capital, Discount, Fees and all other amounts outstanding or owing by the Seller under the Previously Existing Agreement remain outstanding or owing by the Seller hereunder. The 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 782009308 25792734 conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto hereto, intending to be legally bound, agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Triumph Group 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, Originators (the "Existing Originators") and Buyer entered into that certain Receivables Financing Sale Agreement, dated as of May 10June 30, 2018 2000 (as amended, restated, supplemented restated or otherwise modified prior to the date hereof, the "Original Sale Agreement"), among pursuant to which the BorrowerExisting Originators sold all of their Receivables and 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 Existing Originators outstanding as “U.S. Borrower”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 Servicer"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 “U.S. Servicer”of December 21, Cincinnati Bell Funding Canada Ltd.2001 (as the same may from time to time hereafter be amended, as “Canadian Borrower”supplemented, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”restated or otherwise modified, the “Group Agents” and “Lenders” "Purchase Agreement") among Buyer, the Servicers (as defined therein), the 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 AdministratorCompanies and AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT Financial Institutions or any successor agent appointed pursuant to the terms of the Purchase Agreement (in such capacity, the "Agent"). Upon Each of the effectiveness of this AgreementOriginators and Buyer now desire to amend and restate the Original Sale Agreement in its entirety, subject to the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained set forth herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:.

Appears in 1 contract

Sources: Receivables Sale Agreement (Dean Foods Co/)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10December 9, 2018 2009 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Existing Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”the Purchaser Agents, the “Group Agents” and “Lenders” Purchasers from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Existing Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Existing Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Existing Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Existing Agreement) for fees and expenses which are accrued and unpaid under the Original Existing Agreement on the date hereof (collectively, the “Original Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Existing Agreement shall remain in full force and effect as security for such Original Existing Agreement Outstanding Amounts until such Original Existing Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Existing Agreement. The 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. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Alpha Natural Resources, 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested entered into the Amended and Restated Credit Agreement, dated as of March 29, 2007 (athe “Existing Credit Agreement”) that with Bank of America, N.A., as administrative agent, with the lenders named therein (the “Existing Lenders”) and the other parties thereto. In order to finance its ongoing working capital and general corporate purposes, the Borrower has requested, and the Lenders make Loans from time have agreed, to time further amend and restate the Existing Credit Agreement in order to permit the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time Lenders to time, in each case, on the terms and extend credit subject to the conditions set forth herein. This Agreement amends and restates herein in its entirety, as the form of the Closing Date, the Receivables Financing Agreement, dated as of May 10, 2018 (as amended, restated, supplemented or otherwise modified prior a) Term Loans to the date hereofBorrower as provided herein and (b) Revolving Credit Loans to the Borrower as provided herein and ending on the Maturity Date of which, the “Original Agreement”)at any time, among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, not more than (i) the Borrower and the Servicer shall continue to $300,000,000 in aggregate principal, notional or stated amount may be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under form of L/C Credit Extensions provided by the Original Agreement on the date hereof (collectivelyL/C Issuers, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) $40,000,000 in aggregate principal amount may be in the security interest created form of Swing Line Loans provided by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in fullSwing Line Lenders. Upon the effectiveness By execution of this Agreement, each reference of the Lenders shall be deemed to have assumed from each of the Original Existing Lenders, as of the Restatement Closing Date, an undivided interest in all of the rights and obligations of the Existing Lenders under the Existing Credit Agreement in any other documentsuch that, instrument or agreement shall mean 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 a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreementset forth on Schedule 2.01. In consideration of the mutual agreements, provisions covenants and covenants agreements herein contained herein, and subject to the sufficiency satisfaction of which is hereby acknowledgedthe conditions set forth in Section 4.01, the parties hereto agree to amend and restate the Existing Credit Agreement, in its entirety, as follows:

Appears in 1 contract

Sources: Credit Agreement (Alliant Techsystems Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto Pursuant to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower Amended and (b) that the LC Bank issue or cause the issuance of one or more Letters of Restated Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10August 31, 2018 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Existing Credit Agreement”), among the BorrowerCompany, Bank of America, N.A., as “U.S. Borrower”Administrative Agent, Swing Line Lender and L/C Issuer, and the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the 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 AdministratorL/C Issuer agreed to issue Letters of Credit to the Company and its Subsidiaries on the terms and conditions set forth therein. Upon The Company has requested that the effectiveness 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, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and provisions of restate the Original Existing Credit Agreement shall, subject in its entirety to this paragraph, be superseded hereby read as set forth in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of it has been agreed by the parties to the Original Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or any advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Indemnified Party or Affected Person Obligations (as such terms are defined in the Original Existing Credit Agreement) outstanding under the Existing Credit Agreement 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 for fees and expenses which are accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the Original terms of the Existing Credit Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date Closing Date or arising (in the case of this Agreement and (iiindemnification) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon terms of the effectiveness of this Existing Credit Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement). In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, 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

Sources: Credit Agreement (Hain Celestial Group Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto Pursuant to the “Agreement” refer to this Agreementterms of that certain Receivables Purchase and Sale Agreement dated as of October 23, 2000 (as amended, restatedthe "Existing Mohawk Agreement") by and between Mohawk Distribution, supplemented or otherwise modified from time as seller, and Buyer, as buyer, Mohawk Distribution sold Receivables to timeBuyer. The Borrower has requested (a) that the Lenders make Loans from time to time Pursuant to the Borrower terms of that certain Receivables Purchase and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Sale Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 1014, 2018 2002 (as amended, restatedthe "Existing First Step Dal-Tile Agreement"), supplemented by and between Dal-Tile, as seller and DTSC, Inc. ("DTSC"), as buyer, Dal-Tile sold Receivables to DTSC. Pursuant to the terms of that certain Receivables Purchase and 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 otherwise modified prior 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 “Original 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, as the initial Servicer, Blue Ridge Asset Funding Corporation ("Blue Ridge"), among Three Pillars Funding Corporation ("TPFC"; together with Blue Ridge and the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” other issuers of Commercial Paper from time to time party thereto as "Conduits," each a "Conduit" and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”"Conduits") and all agreements certain other lenders from time to indemnify such parties in connection with events or conditions arising or existing prior to time party thereto, SunTrust Capital Markets, Inc., as agent for TPFC (the effective date of this Agreement "TPFC Agent"), and Wachovia Bank, National Association (ii"Wachovia") as agent for Blue Ridge (the security interest created by the Borrower under the Original Agreement shall remain in full force "Blue Ridge Agent") and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be entity acting as administrative agent for 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 Conduit (together with the Original Agreement. In consideration of TPFC Agent and the mutual agreementsBlue Ridge Agent, provisions individually a "Co-Agent" and covenants contained hereincollectively, the sufficiency of which is hereby acknowledged"Co-Agents") and Wachovia as agent for the Co-Agents and the Conduits (in such capacity, together with its successors, the parties hereto agree as follows:"Administrative Agent").

Appears in 1 contract

Sources: Receivables Purchase and Sale Agreement (Mohawk Industries 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign receivables, and the Lenders make Loans Purchasers desire to acquire such receivables from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Fourth Amended and Restated Receivables Financing Purchase Agreement, dated as of May 101, 2018 2013 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”the Sub-Servicers, the “Group Agents” various Purchasers and “Lenders” from time to time Purchaser Agents party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties Administrator, the Purchasers and Purchaser Agents party to the Original Agreement or and any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof Closing Date (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. For the avoidance of doubt, all Capital, Discount, Letters of Credit, Fees and all other amounts outstanding or owing by the Seller under the Original Agreement remain outstanding or owing by the Seller (or the Servicer or Sub-Servicers, as the case may be) hereunder. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Peabody Energy 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign receivables, and the Lenders make Loans Purchasers desire to acquire such receivables from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Second Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10December 15, 2018 2009 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”the Sub-Servicers, Cincinnati Bell Market Street Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto LLC and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement PNC, Market Street Funding LLC or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Peabody Energy Corp)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits Exhibits, Schedules and Annexes hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10January 31, 2018 2017 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Prior Agreement”), among each of the Borrower, as “U.S. Borrower”, parties hereto (other than the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the AdministratorStructuring Agent). Upon the effectiveness of this Agreement, the terms and provisions of the Original Prior Agreement (including the provisions set forth in Section 2 of that certain Second Amendment to the Prior Agreement, dated as of May 10, 2019) shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Prior Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or PNC and any other Indemnified Party or Affected Person (as such terms are defined in the Original Prior Agreement) for fees and expenses which are accrued and unpaid under the Original Prior Agreement on the date hereof (collectively, the “Original Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and Agreement, (ii) the undivided percentage ownership interests and security interest created by the Borrower under the Original Prior Agreement shall remain in full force and effect as security for such Original Prior Agreement Outstanding Amounts until such Original Prior Agreement Outstanding Amounts shall have been paid in fullfull and (iii) Letters of Credit (as defined in the Prior Agreement) issued and outstanding pursuant to the Prior Agreement shall constitute Letters of Credit issued and outstanding hereunder. Upon the effectiveness of this Agreement, each reference to the Original Prior Agreement in any other document, instrument or agreement 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 Original 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 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. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency 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. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The US Borrower has requested that the Credit Agreement be amended pursuant to Section 2.24 thereof to replace, in full, all Term Loans outstanding immediately prior to the effectiveness of this First Amendment (the “Existing Term Loans”) with a replacement tranche of term loans (the “Replacement Term Loans”), and which Replacement Term Loans shall have the same terms (other than to the extent expressly provided otherwise in this First Amendment) under the Loan Documents as the Existing Term Loans. The Person identified as the “Replacement Term Lender” on Schedule A hereto (the “Replacement Term Lender”) (a) that the Lenders make Loans from time will be deemed to time have irrevocably agreed to the terms of this First Amendment and to have irrevocably committed to make the Replacement Term Loans to the US Borrower on the First Amendment Effective Date in the full amount set forth opposite the name of the Replacement Term Lender on Schedule A hereto and (b) that upon the LC Bank issue or cause First Amendment Effective Date, will make such Replacement Term Loans to the issuance US Borrower. The aggregate proceeds of one or more Letters of Credit from time the Replacement Term Loans will be used to timereplace, in each casefull, all Existing Term Loans and pay related fees, costs and expenses, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of To accomplish the Closing Dateforegoing (a) the US Borrower, the Receivables Financing Agreement, dated Administrative Agent and the Replacement Term Lender are willing to amend the Credit Agreement pursuant to Section 2.24 thereof as of May 10, 2018 set forth below (the Credit Agreement as amended, restated, supplemented or otherwise modified prior to the date hereofamended hereby, the “Original Amended Credit Agreement”)) and (b) the Replacement Term Lender is willing to provide the Replacement Term Loans, among which will replace, in full, all Existing Term Loans, in each case, on the BorrowerFirst Amendment Effective Date, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, on the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment conditions set forth herein and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Amended Credit Agreement. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree as follows:

Appears in 1 contract

Sources: Replacement Facility Amendment (Continental Building Products, 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested Seller (ai) that desires to sell, transfer and assign an undivided percentage interest in a pool of receivables, and the Lenders make Loans 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 are made by such Purchasers and (ii) may, subject to the Borrower terms and (b) conditions hereof, request that the an LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth hereinCredit. This Agreement amends and restates in its entirety, as of the Closing Date, the Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10December 16, 2018 2011 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Prior Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”the various conduit purchasers, Cincinnati Bell Funding Canada Ltd.related committed purchasers, LC participants and purchaser agents party thereto, and BNS, as the administrator. In connection with the amendment and restatement of the Prior Agreement, BNS, solely in its capacity as the administrator, has assigned all of its rights and obligations as administrator under the Prior Agreement and each of the other Transaction Documents pursuant to that certain Assignment and Assumption Agreement, dated on or about the date hereof (the Canadian BorrowerAssignment and Assumption Agreement), OnX Enterprise Solutions, Ltd., as “Canadian Servicer”among the Seller, the “Group Agents” Servicer, the Performance Guarantor, BNS, PNC, Liberty Street, Credit Agricole and “Lenders” from time to time party thereto Atlantic, and the 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. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Prior Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to Indemnified Parties and Affected Persons for the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses payable by the Seller and/or the Servicer, as applicable, which are accrued and unpaid under the Original Prior Agreement on the date hereof (collectively, the “Original Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest in favor of the Administrator created by the Borrower under the Original Prior Agreement shall remain in full force and effect as security for such Original Prior Agreement Outstanding Amounts until such Original Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original 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 Original Prior Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Owens Corning)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the "Agreement" refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Lenders make Loans Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to timebased upon, in each casepart, on reinvestment payments that are made by the terms and subject to the conditions set forth hereinPurchasers. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Purchase Agreement, dated as of May 10February 20, 2018 2002 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the "Original Agreement"), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”the Sub-Servicers, the “Group Agents” and “Lenders” from time to time party thereto Issuer and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of PNC, the parties to the Original Agreement Issuer or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the "Original Agreement Outstanding Amounts") and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Peabody Energy Corp)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits Exhibits, Schedules and Annexes hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Purchase Agreement, dated as of May 10February 11, 2018 2013 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Prior Agreement”), among each of the Borrowerparties hereto (other than the LC Bank and LC Participants), as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” Credit Agricole Corporate and “Lenders” from time to time party thereto Investment Bank and the AdministratorAtlantic Asset Securitization LLC. Upon the effectiveness of this Agreement, the terms and provisions of the Original Prior Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Prior Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or PNC and any other Indemnified Party or Affected Person (as such terms are defined in the Original Prior Agreement) for fees and expenses which are accrued and unpaid under the Original Prior Agreement on the date hereof (collectively, the “Original Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Prior Agreement shall remain in full force and effect as security for such Original Prior Agreement Outstanding Amounts until such Original Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Prior Agreement in any other document, instrument or agreement 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 Original 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 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. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency 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. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Restatement Date, the Receivables Financing Purchase and Sale Agreement, dated as of May 10March 31, 2018 2011 (the “Initial Closing Date”) (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Prior Agreement”), among the Borrower, as “U.S. Borrower”Contributing Originator, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” other Originators from time to time party thereto parties thereto, and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entiretyCompany. Notwithstanding the amendment and restatement of the Original Prior Agreement by this Agreement, (ia) the Borrower and the Servicer Originators shall continue to be liable to each of the parties to the Original Agreement or any other Purchase and Sale Indemnified Party or and Affected Person (as such terms are defined in Persons for the Original Agreement) for fees and expenses payable by such Originator, which are accrued and unpaid under the Original Prior Agreement on the date hereof (collectively, the “Original Prior Agreement Outstanding Amounts”) ), and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement, and the Prior Agreement Outstanding Amounts shall be reflected on the Purchase Reports created on the Restatement Date, (b) all sales of Receivables and Related Rights under the Prior Agreement by the Originators to the Company are hereby ratified and confirmed and shall survive the Prior Agreement and (iic) the security interest created interests granted by the Borrower Originators under the Original Prior Agreement shall remain in full force and effect as security for such Original Prior Agreement Outstanding Amounts until such Original Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Prior Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. 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. 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 Original Prior Agreement. In consideration For the avoidance of doubt, all amounts outstanding or owing by the mutual agreements, provisions and covenants contained Company under any Intercompany Loan remains outstanding or owing by the Company. Unless otherwise indicated herein, capitalized terms used and not otherwise defined in this Agreement are defined in Exhibit I to the sufficiency Third Amended and Restated Receivables Purchase Agreement, dated as of which is hereby acknowledgedMarch 1, 2024 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the parties hereto agree “Receivables Purchase Agreement”), among the Company, as follows:Seller, the Contributing Originator, as initial Servicer (in such capacity, the “Servicer”), the various Purchasers and Purchaser Agents, from time to time party thereto, PNC Bank, National Association, as Administrator and as LC Bank, and PNC Capital Markets LLC, as Structuring Agent.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Owens Corning)

PRELIMINARY STATEMENTS. Certain terms The Seller, JPMorgan Chase, Wachovia, SunTrust, Three Pillars, Falcon, the Wachovia Agent, the Falcon Agent, the Three Pillars Agent and the Administrative Agent are parties to that are capitalized certain Second Amended and used throughout this Restated Receivables Purchase Agreement are defined in Exhibit I. References dated as of May 24, 2005 (the “Existing Agreement”). THIRD AMENDED AND RESTATED RPA The Seller desires to continue to transfer and assign Purchaser Interests to the Purchasers from time to time. In addition, the Seller desires to continue to request the LC Issuer from time to time to issue or maintain Letters of Credit for which the Seller’s reimbursement obligations will be secured by a pledge of the Seller’s interest in the Exhibits hereto Receivables and Related Security, and the LC Issuer has agreed, subject to the “Agreement” refer to terms and conditions contained in this Agreement, as amendedto issue and maintain such Letters of Credit. Each of the Uncommitted Purchasers may, restatedin its absolute and sole discretion, supplemented or otherwise modified purchase Purchaser Interests from the Seller from time to time. The Borrower has requested (a) that Committed Purchasers shall, at the Lenders make Loans from time to time to request of the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit Seller, purchase Purchaser Interests from time to time. JPMorgan Chase has been requested and is willing to act as agent on behalf of the Falcon Group, STRH has been requested 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 Wachovia Group, and ABN AMRO has been requested and is willing to act as agent on behalf of the Amsterdam Group, in each case, on accordance with the terms hereof. YRC Assurance will act as agent on its own behalf. In addition, JPMorgan Chase has been requested and subject is willing to act as administrative agent on behalf of the conditions set forth hereinGroups in accordance with the terms hereof. This The parties wish to amend and restate the Existing Agreement amends and restates in its entiretyentirety as hereinafter set forth, as of the Closing Dateand accordingly, the Receivables Financing Agreement, dated as of May 10, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Yrc Worldwide Inc)

PRELIMINARY STATEMENTS. Certain terms The Purchaser has entered into that are capitalized certain Receivables Purchase and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Transfer Agreement, dated as of May 10, 2018 the date hereof (as amended, 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 "Providers") and Five Star Quality Care, Inc., as Primary Servicer. The Purchaser, the Lenders, Dresdner Kleinwort Wasserstein LLC, as Co- Program Manager, Syndication Agent and Le▇▇ ▇▇▇▇▇▇▇▇, Healthcare Finance Group, Inc., as Co- Program Manager, and the Assignee have entered into that certain Loan and Security Agreement, dated as of the date hereof (as amended, restated, modified or otherwise modified prior 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 “Original Agreement”Purchaser (the "Parent Guaranty"), among . It is a condition precedent to the Borrower, as “U.S. Borrower”effectiveness of the RPTA and the LSA and the making of any financial accommodations thereunder that the Grantors execute and deliver a pledge agreement in the form hereof to secure the following (collectively, the Servicer"Obligations"): the full and prompt payment, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” at any time and “Lenders” from time to time party thereto as and the Administrator. Upon the effectiveness when due, of this Agreement, the terms all liabilities and provisions obligations of the Original Agreement shallGrantors, subject whether now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to this paragraphbecome due under, be superseded hereby in their entirety. Notwithstanding the amendment and restatement arising out of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Parent Guaranty or this Pledge Agreement, including, without limitation, any and all fees, costs and expenses, (including reasonable counsel fees and expenses) paid or incurred in enforcing any rights under the Parent Guaranty or this Pledge Agreement. In consideration Without limiting the generality of the mutual agreements, provisions and covenants contained hereinforegoing, the sufficiency Grantors' liability shall extend to all amounts that constitute part of which is hereby acknowledgedthe Obligations and would be owed by the 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, reorganization or similar proceeding involving any of the parties hereto agree as follows:Grantors.

Appears in 1 contract

Sources: Pledge Agreement (Five Star Quality Care Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto Pursuant to the “Agreement” refer to this Second Amended and Restated Credit Agreement, dated as of December 12, 2014 (as amended, restated, supplemented or otherwise modified from time prior to time. The Borrower has requested (a) that the Lenders make Loans Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Limited, as Global Swing Line Lender and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Borrower 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, and the Lenders (including certain of 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 Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) that the LC Bank issue or cause the issuance of one or more Existing Loans, all Letters of Credit from time (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to timebe 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 for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in each casethe case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. This In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement amends is hereby amended and restates restated in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Credit Agreement (Hain Celestial Group 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Second Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10January 13, 2018 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Prior Agreement”), among each of the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administratorparties hereto. Upon the effectiveness of this Agreement, the terms and provisions of the Original Prior Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Prior Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or PNC, Regions and any other Indemnified Party or Affected Person (as such terms are defined in the Original Prior Agreement) for fees and expenses which are accrued and unpaid under the Original Prior Agreement on the date hereof (collectively, the “Original Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Prior Agreement shall remain in full force and effect as security for such Original Prior Agreement Outstanding Amounts until such Original Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original 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 Original Prior Agreement. The 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 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. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:: 729565239 15494375

Appears in 1 contract

Sources: Receivables Purchase Agreement (Arch Coal Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto Pursuant to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10July 6, 2018 2010 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Existing Credit Agreement”), among the BorrowerCompany, Bank of America, N.A., as “U.S. Borrower”Administrative Agent, Swing Line Lender and L/C Issuer, and the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the 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 AdministratorL/C Issuer agreed to issue Letters of Credit to the Company and its Subsidiaries on the terms and conditions set forth therein. Upon The Company has requested that the effectiveness 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, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and provisions of restate the Original Existing Credit Agreement shall, subject in its entirety to this paragraph, be superseded hereby read as set forth in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of it has been agreed by the parties to the Original Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or any advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Indemnified Party or Affected Person Obligations (as such terms are defined in the Original Existing Credit Agreement) outstanding under the Existing Credit Agreement 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 for fees and expenses which are accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the Original terms of the Existing Credit Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date Closing Date or arising (in the case of this Agreement and (iiindemnification) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon terms of the effectiveness of this Existing Credit Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement). In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, 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

Sources: Credit Agreement (Hain Celestial Group Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. I to this Agreement. References in the Exhibits hereto to the Agreement” refer to this Agreement, as amended, restated, modified or supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Lenders make Loans 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 which are made by such Purchasers and additional incremental payments made to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth hereinSeller. This Agreement amends and restates in its entirety, as of the Closing Date, the that certain Receivables Financing Purchase Agreement, dated as of May 10June 26, 2018 1998 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”Fairway Finance Company, Cincinnati Bell Funding Canada Ltd.LLC (f/k/a Fairway Finance Corporation), as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., Purchaser (as “Canadian Servicer”, such term is defined in the “Group Agents” and “Lenders” from time to time party thereto Original Agreement) and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or and Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is are hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Pilgrims Pride 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested Seller (ai) that desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Lenders make Loans 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 Borrower terms and (b) conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth hereinCredit. This Agreement amends and restates in its entirety, as of the Closing Restatement Date, the that certain Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10September 14, 2018 2007 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” Purchasers and “Lenders” Purchaser Agents from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions This Agreement does not constitute a novation or replacement of the Original Agreement, but hereby ratifies and reaffirms the Original Agreement shall, subject to as amended and restated by this paragraph, be superseded hereby in their entiretyAgreement. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or and Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, PNC, as LC Bank, and PNC and each other LC Participant noted on the signature pages hereto shall become a party to this Agreement and each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency 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. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. I to this Agreement. References in the Exhibits hereto to the Agreement” refer to this Agreement, as amended, amended and restated, modified or supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign receivables, and the Lenders make Loans Purchaser desires to acquire such receivables from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the that certain Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10December 21, 2018 2006 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Agreement”), among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entiretyparties hereto. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to Purchaser, the Original Agreement Agent or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof Closing Date (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement Closing Date and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any Transaction Document or in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Manitowoc Co Inc)

PRELIMINARY STATEMENTS. Certain The Borrower and certain of its Subsidiaries (such terms that are and each other capitalized and term used throughout this Agreement are but not defined in Exhibit I. References the recitals having the meaning provided in Section 1.1) have entered into the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower Second Amended and (b) that the LC Bank issue or cause the issuance of one or more Letters of Restated Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Guaranty Agreement, dated as of May 10December 22, 2018 2004 (such agreement, as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Existing Credit Agreement”)) with Bank of America, among the BorrowerN.A., as “U.S. Borrower”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 pursuant to the terms of this Agreement, and the Required Lenders (under and as defined in the 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 ServicerLenders (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 “U.S. Servicer”referenced herein and other than for accrued fees and expenses, Cincinnati Bell Funding Canada Ltd.and indemnification provisions, as “Canadian Borrower”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, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, in each case to the “Group Agents” extent provided for in the Existing Credit Agreement). The parties hereto agree that from and “Lenders” from time to time party thereto and the Administrator. Upon 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 L/C Issuers have indicated their willingness to continue extensions of credit under the Existing Credit Agreement as Loans and Letters of Credit hereunder, and make additional Loans, fund Pre-Funded L/C Deposits and continue existing or issue additional Letters of Credit on the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained set forth herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree as follows:

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Reliant Energy 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested Seller (ai) that desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Lenders make Loans 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 Borrower terms and (b) conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth hereinCredit. This Agreement amends and restates in its entirety, as of the Closing Date, the that certain Receivables Financing Purchase Agreement, dated as of May 10August 30, 2018 2006 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” Purchasers and “Lenders” Purchaser Agents from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions This Agreement does not constitute a novation or replacement of the Original Agreement, but hereby ratifies and reaffirms the Original Agreement shall, subject to as amended and restated by this paragraph, be superseded hereby in their entiretyAgreement. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or and Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, PNC, as LC Bank, and PNC and each other LC Participant noted on the signature pages hereto shall become a party to this Agreement and each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency 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. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto Pursuant to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10December 21, 2018 2007 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Existing Credit Agreement”), among the BorrowerCompany, certain of the Company’s Subsidiaries, Bank of America, N.A., as “U.S. Borrower”Administrative Agent, the ServicerCitibank, N.A., as “U.S. Servicer”Syndication Agent, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, and the “Group Agents” and “Lenders” other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the 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 AdministratorL/C Issuer agreed to issue Letters of Credit to the Company and its Subsidiaries on the terms and conditions set forth therein. Upon The Company has requested that the effectiveness 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, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and provisions of restate the Original Existing Credit Agreement shall, subject in its entirety to this paragraph, be superseded hereby read as set forth in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of it has been agreed by the parties to the Original Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or any advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Indemnified Party or Affected Person Obligations (as such terms are defined in the Original Existing Credit Agreement) outstanding under the Existing Credit Agreement 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 for fees and expenses which are accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the Original terms of the Existing Credit Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date Closing Date or arising (in the case of this Agreement and (iiindemnification) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon terms of the effectiveness of this Existing Credit Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement). In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree as follows:

Appears in 1 contract

Sources: Credit Agreement (Monster Worldwide 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of entirety the Closing Date, the Amended and Restated Receivables Financing Agreement, Purchase Agreement dated as of May 10September 28, 2018 1999 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “"Original Agreement"), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time purchaser groups party thereto and the AdministratorPNC Bank, National Association as administrator thereunder. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement Purchasers, PNC Bank, National Association or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for with respect to all unpaid fees and expenses which are accrued and unpaid to the date hereof under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in fullAgreement. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect effect any other instrument, document or agreement executed and/or and or delivered in connection with the Original Agreement. The Seller has and, from time to time from and after the date hereof, 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. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Wesco International 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Purchase Agreement, dated as of May 10February 3, 2018 2006 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as Market Street Funding LLC (U.S. ServicerMarket Street, Cincinnati Bell Funding Canada Ltd.) and PNC, as “Canadian Borrower”LC Participant, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” Administrator and “Lenders” from time to time party thereto and the AdministratorLC Bank. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or PNC, Market Street and any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. The 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 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. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Arch Coal 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of entirety the Closing Date, the Second Amended and Restated Receivables Financing Agreement, Purchase Agreement dated as of May 10September 2, 2018 2003 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time purchaser groups party thereto and the AdministratorWachovia Capital Markets, LLC, as administrator thereunder. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement Purchasers, Wachovia Capital Markets, LLC or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for with respect to all unpaid fees and expenses which are accrued and unpaid to the date hereof under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in fullAgreement. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect effect any other instrument, document or agreement executed and/or and or delivered in connection with the Original Agreement. The Seller has and, from time to time from and after the date hereof, 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. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Wesco International 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested Seller (ai) that desires to sell, transfer and assign an undivided percentage interest in a pool of receivables, and the Lenders make Loans 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 are made by such Purchasers and (ii) may, subject to the Borrower terms and (b) conditions hereof, request that the an LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth hereinCredit. This Agreement amends and restates in its entirety, as of the Closing Restatement Date, the Second Amended and Restated Receivables Financing Purchase Agreement, dated as of May 105, 2018 2017 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Prior Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”the various conduit purchasers, Cincinnati Bell Funding Canada Ltd.related committed purchasers, LC participants and purchaser agents party thereto, and PNC, as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entiretyadministrator. Notwithstanding the amendment and restatement of the Original Prior Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to Indemnified Parties and Affected Persons for the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses payable by the Seller and/or the Servicer, as applicable, which are accrued and unpaid under the Original Prior Agreement on the date hereof (collectively, the “Original Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest in favor of the Administrator created by the Borrower under the Original Prior Agreement shall remain in full force and effect as security for such Original Prior Agreement Outstanding Amounts until such Original Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original 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 Original Prior Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Owens Corning)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10February 24, 2018 2010 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Prior Agreement”), among each of the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administratorparties hereto. Upon the effectiveness of this Agreement, the terms and provisions of the Original Prior Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Prior Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or PNC, Regions and any other Indemnified Party or Affected Person (as such terms are defined in the Original Prior Agreement) for fees and expenses which are accrued and unpaid under the Original Prior Agreement on the date hereof (collectively, the “Original Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Prior Agreement shall remain in full force and effect as security for such Original Prior Agreement Outstanding Amounts until such Original Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original 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 Original Prior Agreement. The 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 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. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Arch Coal Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto Pursuant to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower Amended and (b) that the LC Bank issue or cause the issuance of one or more Letters of Restated Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10October 29, 2018 2010 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Existing Credit Agreement”), among the Borrower, as “U.S. Borrower”Borrowers, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” various financial institutions from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding AmountsExisting Lenders”) and all agreements the Administrative Agent, the Existing Lenders agreed to indemnify such parties in connection with events or conditions arising or existing prior make extensions of credit to the 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 date of this Agreement and (ii) binding on the security interest created by Borrowers pursuant to the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness terms of this Agreement, each reference and the Lenders (including certain of the Existing Lenders) have agreed (subject to the Original terms of this Agreement) to amend and restate the Existing Credit Agreement in any other document, instrument or agreement shall mean and be a reference its entirety to read as set forth in this Agreement. Nothing contained herein, unless expressly herein stated and it has been agreed by the parties to the contraryExisting Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original 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 for accrued fees and expenses, and indemnification provisions accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree as follows:

Appears in 1 contract

Sources: Credit Agreement (Greif Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. I to this Agreement. References in the Exhibits hereto to the Agreement” refer to this Agreement, as amended, amended and restated, modified or supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on On the terms and subject to the conditions set forth herein, (i) each 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 its entirety, as of the Closing Date, the that certain Third Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10September 27, 2018 2011 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Existing Agreement”), among the BorrowerU.S. Seller, as “U.S. Borrower”Manitowoc, the Servicer, Purchaser (as “U.S. Servicer”, Cincinnati Bell assignee of Hannover Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto Company LLC) and the Administrator. Upon the effectiveness Agent (as assignee of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entiretyNorddeutsche Landesbank Girozentrale). Notwithstanding the amendment and restatement of the Original Existing Agreement by this Agreement, (i) the Borrower U.S. Seller and the Servicer Manitowoc shall continue to be liable to each of the parties to Purchaser, the Original Agreement Agent or any other Indemnified Party or Affected Person (as such terms are defined in the Original Existing Agreement) for fees and expenses which are accrued and unpaid under the Original Existing Agreement on the date hereof Closing Date (collectively, the “Original Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement Closing Date and (ii) the security interest created by the Borrower under the Original Existing Agreement shall remain in full force and effect as security for such Original Existing Agreement Outstanding Amounts until such Original Existing Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Existing Agreement in any Transaction Document or in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Manitowoc Co 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign receivables, and the Lenders make Loans Purchasers desire to acquire such receivables from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Fifth Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10March 25, 2018 2016 (as 745381243 05109795751949792 05109795 amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “the U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”Sub-Servicers, the “Group Agents” various Purchasers and “Lenders” from time to time Purchaser Agents party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties Administrator, the Purchasers and Purchaser Agents party to the Original Agreement or and any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof Closing Date (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. For the avoidance of doubt, all Capital, Discount, Letters of Credit, Fees and all other amounts outstanding or owing by the Seller under the Original Agreement remain outstanding or owing by the Seller (or the Servicer or U.S. Sub-Servicers, as the case may be) hereunder. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Peabody Energy Corp)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are The Borrower (f/k/a Halyard Health, Inc.), the Guarantors (as defined in Exhibit I. References the Existing Credit Agreement) party thereto, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., as Term Loan Administrative Agent (as defined in the Exhibits hereto to Existing Credit Agreement), Citibank, as Revolving Administrative Agent and Swing Line Lender (each as defined in the Existing Credit Agreement” refer to this ), the other lenders party thereto and the other agents party thereto entered into that certain Credit Agreement, dated as of October 31, 2014 (as the same may have been amended, restated, amended and restated, supplemented or otherwise modified from time prior to timethe date hereof, the “Existing Credit Agreement”). The Borrower has requested that the Existing Credit Agreement be amended and restated in its entirety to (a) that refinance (the Lenders make “Closing Date Refinancing”) all Loans from time to time (as such term is defined in the Existing Credit Agreement) outstanding thereunder and pay all accrued interest (regardless of whether then due and payable), fees and other amounts, in each case outstanding under the Existing Credit Agreement with, and replace (to the Borrower 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, the Facility (as defined below) as provided in this Agreement and (b) that amend certain other provisions of the LC Bank Existing Credit Agreement as hereinafter set forth. The Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue or cause the issuance of one or more Letters of Credit from time to timeCredit, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, 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

Sources: Credit Agreement (Avanos Medical, Inc.)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. I to this Agreement. References in the Exhibits hereto to the Agreement” refer to this Agreement, as amended, amended and restated, modified or supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on 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. This Agreement amends and restates in its entirety, as of Prior to the Closing Date, the Seller was a party to that certain Fifth Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10December 15, 2018 2014 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Prior Agreement”), among the BorrowerSeller, as “U.S. Borrower”Manitowoc, ▇▇▇▇▇ and certain other parties. In connection with the corporate restructuring of Manitowoc and certain of its Affiliates occurring on the Closing Date, the ServicerPrior Agreement is being amended and restated on the date hereof to, among other things, remove the Seller from the Prior Agreement. In connection with the amendment and restatement of the Prior Agreement, pursuant to the Release Agreement, the Seller is (i) being released from certain obligations under the Prior Agreement and the other Transaction Documents (as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”defined in the Prior Agreement) and (ii) assuming certain obligations that are set forth in the Release Agreement (such obligations, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entiretyAssumed Obligations”). Notwithstanding the amendment and restatement of the Original Agreement by this Prior Agreement, (i) the Borrower and the Servicer Seller shall continue to be liable to the Purchaser, the Agent and each other Indemnified Party and Affected Person for each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (Assumed Obligations, as if such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement Assumed Obligations were originally incurred hereunder and (ii) the security interest created by the Borrower under the Original this Agreement shall remain in full force and effect act as security for such Original Agreement Outstanding Amounts the Assumed Obligations until such Original Agreement Outstanding Amounts shall Assumed Obligations have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Manitowoc Co 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 BV Borrower, SENSATA TECHNOLOGIES FINANCE, LLC, a Delaware limited liability company (the “AgreementUS Borrowerrefer to this Agreementand 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 a Credit Agreement dated as of May 12, 2011 (such agreement, as it may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, being the “Credit Agreement”) with the Lenders (as defined in the 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 Administrative Agent (as defined in the Credit Agreement). The Borrower has requested (a) that the Lenders make Loans Borrowers and their Subsidiaries have entered into or may from time to time to enter into lines of credit (committed or uncommitted) and other similar arrangements (the Borrower “Bilateral Obligations”) with Lenders or their Affiliates and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions certain other financial institutions as initially set forth herein. This Agreement amends and restates in its entirety, as on Schedule XII of the Closing Date, the Receivables Financing Agreement, dated Security Agreement and as of May 10, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” such schedule may be amended from time to time party thereto upon written notice by the Borrowers to the applicable Lenders or Affiliates and certain other financial institutions (each, in such capacity, a “Bilateral Provider”). Each Pledgor is the owner of the shares of stock or other Equity Interests (as defined in the Credit Agreement) (the “Initial Pledged Equity”) set forth opposite such Pledgor’s name on and as otherwise described in Part I of Schedule II hereto and issued by the Persons named therein and of the indebtedness (the “Initial Pledged Debt”) set forth opposite such Pledgor’s name on and as otherwise described in Part II of Schedule II hereto and issued by the obligors named therein. It is a condition precedent to the making of Loans by the Lenders and the Administrator. Upon issuance of Letters of Credit by the effectiveness of this Agreement, L/C Issuer under the terms Credit Agreement and provisions of the Original Agreement shall, subject entry into Secured Hedge Agreements by the Hedge Banks from time to this paragraph, be superseded hereby in their entirety. Notwithstanding time that the amendment and restatement of Pledgors shall have granted the Original Agreement security interest contemplated by this Agreement, (i) . Each Pledgor will derive substantial direct and indirect benefit from the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created transactions contemplated by the Borrower under the Original Agreement shall remain in full force Loan Documents and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, from each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, 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. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. I to this Agreement. References in the Exhibits hereto to the Agreement” refer to this Agreement, as amended, amended and restated, modified or supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on 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 Servicers desire to service such receivables. This Agreement amends and restates in its entirety, as of the Closing Date, the that certain Fifth Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10December 15, 2018 2014 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Existing Agreement”), among the BorrowerSeller, as “U.S. Borrower”Manitowoc Funding, LLC, The Manitowoc Company, Inc., Garland, Convotherm, Manitowoc Deutschland, Foodservice UK, Foodservice Asia, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto Purchaser and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entiretyAgent. Notwithstanding the amendment and restatement of the Original Existing Agreement by this Agreement, subject to the Release Agreement, (i) the Borrower Seller, Garland, Convotherm, Manitowoc Deutschland, Foodservice UK and the Servicer Foodservice Asia shall continue to be liable to each of the parties to Purchaser, the Original Agreement Agent or any other Indemnified Party or Affected Person (as such terms are defined in the Original Existing Agreement) for fees and expenses which are accrued and unpaid under the Original Existing Agreement on the date hereof Closing Date (collectively, the “Original Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement Closing Date and (ii) the security interest created by the Borrower under the Original Existing Agreement shall remain in full force and effect as security for such Original Existing Agreement Outstanding Amounts until such Original Existing Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Existing Agreement in any Transaction Document or in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Manitowoc Foodservice, Inc.)

PRELIMINARY STATEMENTS. Certain terms The Borrowers requested that are capitalized and used throughout the Lenders under this Agreement as of the Closing Date (such agreement as in effect immediately prior to the 2018 Refinancing Amendment Effective Date, the “Existing Credit Agreement”) extend credit to the Borrowers in the form of (i) Term B Loans (as this and other capitalized terms used in these preliminary statements are defined in Exhibit I. References Section 1.01 below) on the Closing Date in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to timean aggregate principal amount of $700,000,000 and (ii) Revolving Credit Commitments in an aggregate principal amount of $375,000,000. The Borrower has requested (a) that Revolving Credit Commitments permit the Lenders make making of Revolving Credit Loans, Swing Line Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time. The proceeds of the Term B Loans, together with the proceeds of the Senior Notes, were used by the Borrowers on the Closing Date to (i) repay in full all indebtedness outstanding under the Credit Agreement (other than any cashless settlement pursuant to Section 1.14, which shall be effected in accordance with the terms thereof), dated as of May 5, 2015, among the Lead Borrower, Deutsche Bank AG New York Branch, as administrative agent (the “Existing Agent”), and each lender from time to time party thereto (as amended, supplemented and/or modified from time to time in accordance with the terms thereof prior to the date hereof, and including all annexes and schedules thereto, the “2015 Credit Agreement”) and terminate and release all commitments, security interests and guarantees in connection therewith, it being understood that any Secured Hedge Agreements, Treasury Services Agreements, letters of credit, bank guarantees and similar accommodations outstanding under the 2015 Credit Agreement remained outstanding to the extent continued under this Existing Credit Agreement as Existing Secured Hedge Agreements, Existing Treasury Services Agreements, or Existing Letters of Credit (as the case may be) or, in the case of such letters of credit, bank guarantees and similar accommodations that are not continued under this agreement as Existing Letters of Credit, otherwise cash collateralized or backstopped by one or more Letters of Credit issued on the Closing Date, (ii) either (x) redeem or repay in full all of the outstanding 6.750% Dollar Notes due 2022 and 6.375% Euro Notes due 2022, in each case, issued under that certain indenture, dated as of May 5, 2015 (the “Existing Senior Notes Indenture”), among the Lead Borrower, the Co-Borrower and The Bank of New York Mellon, acting through its London Branch, as trustee, as amended and/or supplemented from time to time in accordance with the terms thereof prior to the date hereof (the “Existing Senior Notes”) or (y) provide notice for the redemption or repayment of all of the Existing Senior Notes and deposit proceeds sufficient to redeem or repay in full the Existing Senior Notes (including any accrued and unpaid interest thereon and premium related thereto) with such trustee to satisfy and discharge the Existing Senior Notes Indenture, and, in each case terminate and release all commitments, security interests and guarantees in respect thereof (the actions under clauses (i) and (ii) above, the “Refinancing”) and (iii) pay the Transaction Expenses in connection with the foregoing. The Revolving Credit Lenders are willing to lend and the L/C Issuer is willing to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing DateThe Borrowers, the Receivables Financing AgreementAdministrative Agent and the Lenders party thereto have entered into that certain 2018 Refinancing Amendment (the “2018 Refinancing Amendment”), dated as of May 1022, 2018, under which the 2018 (as amended, restated, supplemented or otherwise modified prior Refinancing Term Loan Lenders are extending credit to the date hereofBorrowers in the form of 2018 Refinancing Term Loans (which constitute Refinancing Term Loans under Section 2.17 of the Existing Credit Agreement) in an original aggregate principal amount equal to $696,500,000.00. The Borrowers, the Administrative Agent and the Lenders party thereto have entered into that certain 2021 Incremental Amendment (the Original Agreement2021 Incremental Amendment”), among dated as of May 3, 2021, under which the Borrower, as “U.S. Borrower”, 2021 Incremental Term Loan Lenders are extending credit to the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, Borrowers in the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness form of this Agreement, the terms and provisions 2021 Incremental Term Loans (which constitute Incremental Term Loans under Section 2.16 of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Existing Credit Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements in an original aggregate principal amount equal to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement$750,000,000.00. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree as follows:

Appears in 1 contract

Sources: Credit Agreement (Trinseo S.A.)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Datedate hereof, the Receivables Financing Amended and Restated Transfer and Administration Agreement, dated as of May 10September 30, 2018 2013 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Existing Agreement”), among the Borrower, as “U.S. Borrower”SPV, the Servicer, as “U.S. Servicer”the Managing Agents, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”Investors, the “Group Agents” and “Lenders” Administrators from time to time party thereto and the AdministratorAgent (as successor by assignment to PNC Bank, National Association pursuant to the PNC Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Original Existing Agreement shall, subject to this paragraph, be superseded amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Original Existing Agreement by this Agreement, (i) the Borrower SPV and the Servicer shall continue to be liable to each of the parties to the Original Existing Agreement or any other Indemnified Party or Affected Person Servicer Indemnified Party (as such terms are defined in the Original Existing Agreement) for fees and expenses which are accrued and unpaid under the Original Existing Agreement on the date hereof (collectively, the “Original Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Existing Agreement shall remain in full force and effect as security for such Original Existing Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in fullAmounts. Upon the effectiveness of this Agreement, each reference to the Original Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue 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 Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Transfer and Administration Agreement (Greif 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign receivables, and the Lenders make Loans Purchasers desire to acquire such receivables from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Fifth Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10March 25, 2018 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “the U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”Sub-Servicers, the “Group Agents” various Purchasers and “Lenders” from time to time Purchaser Agents party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original 725863464 05109795 Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties Administrator, the Purchasers and Purchaser Agents party to the Original Agreement or and any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof Closing Date (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. For the avoidance of doubt, all Capital, Discount, Letters of Credit, Fees and all other amounts outstanding or owing by the Seller under the Original Agreement remain outstanding or owing by the Seller (or the Servicer or U.S. Sub-Servicers, as the case may be) hereunder. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Peabody Energy Corp)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto Pursuant to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10February 19, 2018 2009 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Existing Credit Agreement”), among the Borrower, as “U.S. Borrower”Borrowers, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” various financial institutions from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding AmountsExisting Lenders”) and all agreements the Administrative Agent, the Existing Lenders agreed to indemnify such parties in connection with events or conditions arising or existing prior make extensions of credit to the 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 date of this Agreement and (ii) binding on the security interest created by Borrowers pursuant to the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness terms of this Agreement, each reference and the Lenders (including certain of the Existing Lenders) have agreed (subject to the Original terms of this Agreement) to amend and restate the Existing Credit Agreement in any other document, instrument or agreement shall mean and be a reference its entirety to read as set forth in this Agreement. Nothing contained herein, unless expressly herein stated and it has been agreed by the parties to the contraryExisting Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original 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 for accrued fees and expenses, and indemnification provisions accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree as follows:

Appears in 1 contract

Sources: Credit Agreement (Greif Inc)

PRELIMINARY STATEMENTS. Certain terms The Borrowers requested that are capitalized and used throughout the Lenders under this Agreement as of the Closing Date (such agreement as in effect immediately prior to the 2018 Refinancing Amendment Effective Date, the “Existing Credit Agreement”) extend credit to the Borrowers in the form of (i) Term B Loans (as this and other capitalized terms used in these preliminary statements are defined in Exhibit I. References Section 1.01 below) on the Closing Date in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to timean aggregate principal amount of $700,000,000 and (ii) Revolving Credit Commitments in an aggregate principal amount of $375,000,000. The Borrower has requested (a) that Revolving Credit Commitments permit the Lenders make making of Revolving Credit Loans, Swing Line Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time. The proceeds of the Term B Loans, in each casetogether with the proceeds of the Senior Notes, were used by the Borrowers on the Closing Date to (i) repay in full all indebtedness outstanding under the Credit Agreement (other than any cashless settlement pursuant to Section 1.14, which shall be effected in accordance with the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Agreementthereof), dated as of May 105, 2018 2015, among the Lead Borrower, Deutsche Bank AG New York Branch, as administrative agent (the “Existing Agent”), and each lender from time to time party thereto (as amended, restated, supplemented or otherwise and/or modified from time to time in accordance with the terms thereof prior to the date hereof, and including all annexes and schedules thereto, the “Original 2015 Credit Agreement”) and terminate and release all commitments, security interests and guarantees in connection therewith, it being understood that any Secured Hedge Agreements, Treasury Services Agreements, letters of credit, bank guarantees and similar accommodations outstanding under the 2015 Credit Agreement remained outstanding to the extent continued under this Existing Credit Agreement as Existing Secured Hedge Agreements, Existing Treasury Services Agreements, or Existing Letters of Credit (as the case may be) or, in the case of such letters of credit, bank guarantees and similar accommodations that are not continued under this agreement as Existing Letters of Credit, otherwise cash collateralized or backstopped by one or more Letters of Credit issued on the Closing Date, (ii) either (x) redeem or repay in full all of the outstanding 6.750% Dollar Notes due 2022 and 6.375% Euro Notes due 2022, in each case, issued under that certain indenture, dated as of May 5, 2015 (the “Existing Senior Notes Indenture”), among the Lead Borrower, as “U.S. Borrower”the Co-Borrower and The Bank of New York Mellon, the Serviceracting through its London Branch, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd.trustee, as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” amended and/or supplemented from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, in accordance with the terms and provisions of the Original Agreement shall, subject thereof prior to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding AmountsExisting Senior Notes”) or (y) provide notice for the redemption or repayment of all of the Existing Senior Notes and all agreements deposit proceeds sufficient to indemnify such parties in connection with events redeem or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain repay in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:Existing Senior

Appears in 1 contract

Sources: Credit Agreement (Trinseo PLC)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the "Agreement" refer to this Agreement, as amended, restated, amended and restated supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Lenders make Loans Purchasers desire to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to timebased upon, in each casepart, on the terms and subject to the conditions set forth hereinreinvestment payments that are made by such Purchasers. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Purchase Agreement, dated as of May 10December 21, 2018 2001 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the "Original Agreement"), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” members of the various purchaser groups from time to time party thereto and the AdministratorPNC Bank, National Association, as administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer York shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for with respect to all unpaid Investment, Discount (as such terms are defined in the Original Agreement) and fees and expenses which are accrued and unpaid (collectively, the "Original Agreement Outstanding Amounts") under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”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 effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or and or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (York International Corp /De/)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign receivables, and the Lenders make Loans Purchasers desire to acquire such receivables from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10September 30, 2018 2005 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”the Sub-Servicers, the “Group Agents” and “Lenders” from time to time party thereto Issuer and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of PNC, the parties to the Original Agreement Issuer or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Peabody Energy 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested Seller (ai) that desires to sell, transfer and assign an undivided percentage interest in a pool of receivables, and the Lenders make Loans 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 are made by such Purchasers and (ii) may, subject to the Borrower terms and (b) conditions hereof, request that the an LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth hereinCredit. This Agreement amends and restates in its entirety, as of the Closing Date, the Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10December 16, 2018 2011 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Prior Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”the various conduit purchasers, Cincinnati Bell Funding Canada Ltd.related committed purchasers, LC participants and purchaser agents party thereto, and BNS, as the administrator. In connection with the amendment and restatement of the Prior Agreement, BNS, solely in its capacity as the administrator, has assigned all of its rights and obligations as administrator under the Prior Agreement and each of the other Transaction Documents pursuant to that certain Assignment and Assumption Agreement, dated on or about the date hereof (the Canadian BorrowerAssignment and Assumption Agreement), OnX Enterprise Solutions, Ltd., as “Canadian Servicer”among the Seller, the “Group Agents” Servicer, the Performance Guarantor, BNS, PNC, Liberty Street, Credit Agricole and “Lenders” from time to time party thereto Atlantic, and the 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. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Prior Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to Indemnified Parties and Affected Persons for the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses payable by the Seller and/or the Servicer, as applicable, which are accrued and unpaid under the Original Prior Agreement on the date hereof (collectively, the “Original Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest in favor of the Administrator created by the Borrower under the Original Prior Agreement shall remain in full force and effect as security for such Original Prior Agreement Outstanding Amounts until such Original Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, 740811803 17540157 each reference to the Original 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 Original Prior Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Owens Corning)

PRELIMINARY STATEMENTS. Certain terms that are capitalized The 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 used throughout this Agreement are defined in Exhibit I. References in to offer the Exhibits hereto holders of all outstanding Original Notes the opportunity to exchange all such Original Notes held by such holders for the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to timeNew Notes. The Borrower has requested (a) that In connection with the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as filing of the Closing DateRegistration Statement and such exchange, the Receivables Financing Agreement, dated as of May 10, 2018 (as amended, restated, supplemented or otherwise modified prior Company has agreed to cause this Indenture to be qualified under the date hereof, TIA and to cooperate with the “Original Agreement”), among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto Trustee and the AdministratorNoteholders in order that this Indenture may be so qualified. Upon the effectiveness of this Agreementthe 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 and provisions of the Original Agreement shallIndenture shall govern the Original Notes, subject and the terms of this Indenture shall govern the New Notes. The Company is duly authorized to execute and deliver this paragraph, be superseded hereby Indenture to provide for the New Notes issuable as provided in their entiretythis Indenture. Notwithstanding All covenants and agreements made by the amendment Company herein are for the benefit and restatement security of the Original Agreement by this AgreementNoteholders, (i) the Borrower Trustee and the Servicer shall continue to be liable to each of Collateral Agent. The Company is entering into this Indenture, and the parties to Trustee is accepting the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) trusts created hereby, for fees good and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectivelyvaluable consideration, the “Original Agreement Outstanding Amounts”) receipt and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is are hereby acknowledged. All things necessary to make the New Notes, when duly executed by the Company, and authenticated and delivered hereunder, the parties 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, as supplemented by the Series 1993-1 Supplement and the Series 1995-1 Supplement, copies of which are attached hereto agree as follows:Exhibits C, D and E, respectively. Payment with respect to the Collateral Securities are made from collections of payments on the Receivables sold by Palais Royal, Inc., a Texas corporation ("Palais"), to the Company pursuant to the Receivables Purchase Agreement attached hereto as Exhibit F, and further transferred by the Company to the SRI Receivables Master Trust pursuant to the Pooling and Servicing Agreement.

Appears in 1 contract

Sources: Indenture (Sri Receivables Purchase Co)

PRELIMINARY STATEMENTS. Certain terms 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 are capitalized and used throughout this certain $175,000,000 Credit Agreement are defined in Exhibit I. References in the Exhibits hereto dated as of January 13, 2012 (as amended by Amendment No. 1 to the “Agreement” refer to this ABL Credit Agreement, dated as of April 4, 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 Borrower has requested (a) that , the “Credit Agreement”; and the Lenders make Loans from time to time 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 (by) that (the LC Bank issue or cause “Share Repurchase”) in an aggregate amount not to exceed $130.0 million. Holdings, the issuance of one or more Letters of Borrower, the Administrative Agent and the Requisite Lenders have agreed to amend the Existing Credit from time to time, in each case, Agreement on the terms and subject to the conditions hereinafter set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:forth.

Appears in 1 contract

Sources: Abl Credit Agreement (99 Cents Only Stores LLC)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Agreement Effective Date in its entirety that certain Receivables Financing Agreement, Purchase Agreement dated as of May 1022, 2018 2000 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd.Market Street and PNC, as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Sellers and the Servicer shall continue to be liable to each of Market Street, the parties to the Original Agreement Administrator or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for with respect to all unpaid fees and expenses which are accrued to the date hereof and unpaid owing by them under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements thereunder to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in fullEffective Date. 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 hereinThe Seller desires to sell, unless expressly herein stated transfer and assign an undivided variable percentage interest in a pool of receivables, and the Purchasers desire to the contraryacquire such undivided variable percentage interest, is intended as such percentage interest shall be adjusted from time to amendtime based upon, modify or otherwise affect any other instrumentin part, document or agreement executed and/or delivered in connection with the Original Agreementreinvestment payments that are made by such Purchasers. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Bearingpoint Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto Pursuant to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower Second Amended and (b) that the LC Bank issue or cause the issuance of one or more Letters of Restated Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10March 22, 2018 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Existing Credit Agreement”), among the BorrowerCompany, certain of the Company’s Subsidiaries, Bank of America, N.A., as “U.S. Borrower”Administrative Agent, Swing Line Lender and L/C Issuer, and the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” other lenders from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding AmountsExisting Lenders”), the Existing Lenders agreed to make extensions of credit to the Company and its Subsidiaries on the terms and conditions set forth therein, including making loans (collectively, the “Existing Loans”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior 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 date of this Agreement and (ii) binding on the security interest created by Company and its Subsidiaries pursuant to the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness terms of this Agreement, each reference and the Lenders (including certain of the Existing Lenders) have agreed (subject to the Original terms of this Agreement) to amend and restate the Existing Credit Agreement in any other document, instrument or agreement shall mean and be a reference its entirety to read as set forth in this Agreement. Nothing contained herein, unless expressly herein stated and it has been agreed by the parties to the contraryExisting Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, is intended all Letters of Credit (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to amendbe outstanding under the amended and restated terms and conditions contained in this Agreement, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original 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 for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in the case of indemnification) under the terms of the Existing Credit Agreement). In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, 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

Sources: Credit Agreement (Monster Worldwide, 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance As of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the 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 Original AgreementSenior Secured Notes”) issued pursuant to that certain 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 30, 2008 (the “Secured Notes Indenture”); As of the date hereof, among the BorrowerSubordinated Consenting Holders hold, as in the aggregate, 100% of the aggregate outstanding principal amount of the 12.5% Senior Subordinated Notes due 2013 (the U.S. BorrowerSubordinates Notes”, and together with the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”Senior Secured Notes, the “Group Agents” Notes”) issued by Neenah; The Company and “Lenders” from time the Consenting Holders have agreed to time party implement a restructuring and reorganization of the Company pursuant to the terms and conditions set forth in the restructuring term sheet attached hereto as Exhibit A (including the schedules and exhibits attached thereto and the Administratoradditional schedules and exhibits to be prepared and filed after the date hereof based upon such term sheet, 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 written consent of the Company and the Requisite Secured Noteholders; provided, however, that with respect to Tontine (as defined in the 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 Subordinated Consenting Holders, the “Plan Term Sheet”) which is expressly incorporated herein and made part of this Agreement. Upon The Plan Term Sheet sets forth the effectiveness terms and conditions for the Restructuring Transactions (as defined below); however, it is supplemented by the terms and conditions of this Agreement. In the 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 Senior Secured Notes (the “Ad Hoc Committee”) comprising the initial Secured Notes Consenting Holders signatory hereto; It is agreed that, subject to the terms of this Agreement, the terms and provisions 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 Original Agreement shallUnited States Code, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person 11 U.S.C. §§ 101-1532 (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectivelyamended, the “Original Agreement Outstanding AmountsBankruptcy 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”) and all agreements in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to indemnify such parties in connection with events or conditions arising or existing prior to implement the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force Plan and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:Restructuring Transactions.

Appears in 1 contract

Sources: Restructuring & Lock Up Agreement (Tontine Capital Partners L P)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested Seller (ai) that desires to sell, transfer and assign an undivided percentage interest in a pool of receivables, and the Lenders make Loans 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 are made by such Purchasers and (ii) may, subject to the Borrower terms and (b) conditions hereof, request that the an LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth hereinCredit. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Purchase Agreement, dated as of May 10March 31, 2018 2011 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”the various conduit purchasers, Cincinnati Bell Funding Canada Ltd.related committed purchasers, LC participants and purchaser agents party thereto, ▇▇▇▇▇, as “Canadian Borrower”the LC Bank, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon In connection with the effectiveness of this Agreement, the terms amendment and provisions restatement of the Original Agreement, (i) ▇▇▇▇▇, in each of its capacities, has terminated all of its rights and obligations under the Original Agreement shalland each of the other Transaction Documents pursuant that that certain Payoff Letter, subject dated as of the date hereof (the “▇▇▇▇▇ Payoff Letter”), among ▇▇▇▇▇, the Seller, the Servicer, the Administrator and each of the other parties thereto, and is no longer a party to the Original Agreement or any other Transaction Document, (ii) each of 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 “Credit Agricole Payoff Letter”), among Credit Agricole, Atlantic, the 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 paragraphAgreement hereby agrees to, be superseded hereby in their entiretyeach become an LC Bank. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to Indemnified Parties and Affected Persons for the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for 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 “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest in favor of the Administrator created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Owens Corning)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in The Borrower, Holdings, the Exhibits hereto lenders party thereto from time to time (the “Agreement” refer to this Lenders”), the Administrative Agent and the other parties thereto have entered into that certain First Lien Credit Agreement, dated as of April 1, 2014 (as amended by that certain Incremental First Lien Term Commitments Amendment dated as of September 27, 2016 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Credit Agreement”), among ;” the BorrowerCredit Agreement, as “U.S. Borrower”amended by this Amendment and as may be further amended, the Servicerrestated, as “U.S. Servicer”amended and restated, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” supplemented or otherwise modified from time to time party thereto after the date hereof, is herein referred to as the “Amended Credit Agreement”; capitalized terms used (including in the preamble and preliminary statements hereto) but not defined herein shall have the Administratormeanings assigned to such terms in the Credit Agreement). Upon Pursuant to and in accordance with Section 2.12 of the effectiveness of this Credit Agreement, the Borrower may request from time to time Incremental First Lien Term Commitments. The Borrower has notified the Administrative Agent of its request for an Incremental First Lien Term Commitment in an aggregate principal amount equal to $577,615,812.50 on the terms set forth in this Amendment. The Administrative Agent and the Borrower have determined that the Incremental First Lien Term Commitments Effective Date with respect to such Incremental First Lien Term Commitment shall be the Second Amendment Effective Date (as defined below). Pursuant to Section 2.12(d) of the Credit Agreement, an Incremental First Lien Term Commitments Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement Section 2.12 of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Credit Agreement. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree as follows:

Appears in 1 contract

Sources: First Lien Credit Agreement (GMS 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested Seller (ai) that desires to sell, transfer and assign an undivided variable percentage interest in a pool of receivables, and the Lenders make Loans 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 Borrower terms and (b) conditions hereof, request that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth hereinCredit. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Purchase Agreement, dated as of May 10August 7, 2018 2001 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” financial institutions party thereto from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to PNC, each of the parties financial institutions party to the Original Agreement from time to time or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof hereof, as notified by each Purchaser Agent to the Seller and the Servicer (collectively, the “Original Agreement Outstanding Amounts”) ), and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in fullAgreement. Upon the effectiveness of this Agreement, PNC as LC Bank shall become a party to this Agreement and each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (American Greetings 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 AgreementThe Borrowers (other than Texoma Healthcare System Receivables, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing DateL.L.C.), the Receivables Financing 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 Credit and Security Agreement, dated as of May 10August 31, 2018 2007 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”). Concurrently herewith, among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any and PNC entered into (a) that certain Assignment and Assumption Agreement, dated as of the date hereof (the “W▇▇▇▇ Assignment”), pursuant to which, among other Indemnified Party or Affected Person things, (as such terms are defined in i) W▇▇▇▇ and VFCC ceased to be a party to the Original Agreement, (ii) for fees and expenses which are accrued and unpaid PNC became the Administrative Agent under the Original Agreement on and (iii) W▇▇▇▇ assigned to PNC, as Administrative Agent, all W▇▇▇▇’ right, title and interest in the Collateral and (b) that certain Payoff Letter, dated as of the date hereof (collectively, the “Payoff Letter”), pursuant to which, among other things the Borrowers party to the Original Agreement Outstanding Amounts”) repaid in full all the outstanding loans made under the Original Agreement. The execution and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date delivery of this Agreement by each of the parties hereto is a condition precedent to the effectiveness of each of the W▇▇▇▇ Assignment and (ii) the security interest created Payoff Letter, and the execution and delivery of each of the W▇▇▇▇ Assignment and the Payoff Letter by each of the Borrower under respective parties thereto is a condition precedent to the effectiveness of this Agreement. This Agreement amends and restates the Original Agreement shall remain in full force and effect its entirety as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in fullof the date hereof. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Credit and Security Agreement (Universal Health Services Inc)

PRELIMINARY STATEMENTS. Certain terms Morningstar and Buyer entered into that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the certain Receivables Financing AgreementTransfer Agree ment, dated as of May 10June 30, 2018 2000 (as amended, restated, supplemented restated or otherwise modified prior to the date hereof, the "Original Transfer Agreement"), 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 Related Security and 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 the BorrowerBuyer, as “U.S. Borrower”an Originator (as defined under the Sale Agreement), the Servicerother Originators named therein, and Dairy Group Receivables, L.P. (f/k/a Suiza Receivables, L.P., a Delaware limited partnership ("Dairy Group L.P."). AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT Following the purchase of such Receivables from the Originators, Dairy Group L.P. 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 Dairy Group, L.P., the Originators, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”Servicers, the “Group Agents” and “Lenders” Companies (as defined therein), the financial institutions from time to time party thereto as "Financial Institutions" and Bank One, NA (Main Office Chicago) or any successor agent appointed pursuant to the Administrator. Upon terms of the effectiveness of this Purchase Agreement, as agent for the Companies and such Financial Institutions (in such capacity, the "Agent"). Morningstar and Buyer now desire to amend and restate the Original Transfer Agreement in its entirety, subject to the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained set forth herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:.

Appears in 1 contract

Sources: Receivables Transfer Agreement (Dean Foods Co/)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Datedate hereof, the Receivables Financing Transfer and Administration Agreement, dated as of May 10December 8, 2018 2008 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Existing Agreement”), among the Borrower, as “U.S. Borrower”SPV, the Servicer, as “U.S. Servicer”the Managing Agents, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”Investors, the “Group Agents” and “Lenders” Administrators from time to time party thereto and the AdministratorAgent (as successor by assignment to Bank of America, N.A. pursuant to the Bank of America Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Original Existing Agreement shall, subject to this paragraph, be superseded amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Original Existing Agreement by this Agreement, (i) the Borrower SPV and the Servicer shall continue to be liable to each of the parties to the Original Existing Agreement or any other Indemnified Party or Affected Person Servicer Indemnified Party (as such terms are defined in the Original Existing Agreement) for fees and expenses which are accrued and unpaid under the Original Existing Agreement on the date hereof (collectively, the “Original Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Existing Agreement shall remain in full force and effect as security for such Original Existing Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in fullAmounts. Upon the effectiveness of this Agreement, each reference to the Original Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue 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 Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Transfer and Administration Agreement (Greif Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto Pursuant to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower Amended and (b) that the LC Bank issue or cause the issuance of one or more Letters of Restated Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10August 31, 2018 2009 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Existing Credit Agreement”), among the BorrowerCompany, certain of the Company’s Subsidiaries, Bank of America, N.A., as “U.S. Borrower”Administrative Agent, Swing Line Lender and L/C Issuer, and the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the 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 AdministratorL/C Issuer agreed to issue Letters of Credit to the Company and its Subsidiaries on the terms and conditions set forth therein. Upon The Company has requested that the effectiveness 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, and the Lenders (including certain of the Existing Lenders) have agreed (subject to the terms of this Agreement) to amend and provisions of restate the Original Existing Credit Agreement shall, subject in its entirety to this paragraph, be superseded hereby read as set forth in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of it has been agreed by the parties to the Original Existing Credit Agreement that (a) the commitments which the Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or any advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) the Existing Loans, all Letters of Credit (including the Existing Letters of Credit) and other Indemnified Party or Affected Person Obligations (as such terms are defined in the Original Existing Credit Agreement) outstanding under the Existing Credit Agreement 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 for fees and expenses which are accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the Original terms of the Existing Credit Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date Closing Date or arising (in the case of this Agreement and (iiindemnification) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon terms of the effectiveness of this Existing Credit Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement). In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, 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

Sources: Credit Agreement (Monster Worldwide, Inc.)

PRELIMINARY STATEMENTS. Certain terms The City of Lawrence, Kansas (the "City") created the Downtown 2000 TIF District (the "District"), as set forth in that are capitalized certain Agreement for Construction of Parking Garage and used throughout this Agreement are defined Concerning Downtown Development dated September 18, 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 Exhibit I. References in connection with the Exhibits hereto construction of public infrastructure and other improvements to the Property (the "Project"). Pursuant to the terms of that certain Incentive Agreement dated as of April 4, 2012, between the City and the Borrower (the "Incentive Agreement” refer "), the City agreed to this Agreement, reimburse the Borrower for such costs and expenses related to the Project. Lender and Borrower are parties to a Amended and Restated Business Loan Agreement dated of even date (as amended, restated, supplemented restated or otherwise modified from time to time. The , the "Loan Agreement") pursuant to which ▇▇▇▇▇▇ made a term loan to Borrower has requested in the original principal amount of $8,300,000 (a) the "Loan"), which Loan is evidenced by that the Lenders make Loans from time to time to the certain Amended and Restated Promissory Note dated of even date herewith, executed by Borrower and (b) that payable to Lender in the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as original principal amount of the Closing Date, the Receivables Financing Agreement, dated as of May 10, 2018 Loan (as amended, restated, supplemented extended, renewed or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreementtime, the terms and provisions "Note"). As a condition to the extension of the Original Loan, Lender requires that Borrower assign its rights under the Incentive Agreement shall, subject and other documents and agreements relating thereto to this paragraph, be superseded hereby in their entirety. Notwithstanding Lender with respect to the amendment and restatement of Property and/or the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue Project to be liable to each exercised by Lender in the event of Borrower's default under the parties to the Original Loan Agreement or any the other Indemnified Party or Affected Person Loan Documents (as such terms are defined in the Original Loan Agreement) for fees and expenses which are accrued and unpaid under that Borrower certify as to certain matters respecting the Original Agreement on the date hereof (collectivelyIncentive Agreement, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties as further set forth herein. Unless otherwise noted below, capitalized terms used in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original but not defined in this Agreement shall remain have the meanings ascribed to them in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Loan Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:.

Appears in 1 contract

Sources: Security Agreement

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing DateRestatement Date (as defined below), the Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10January 9, 2018 2024 (as amended, restated, supplemented or otherwise modified prior to the date hereofRestatement Date, the “Original Prior Agreement”), among each of the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administratorparties hereto. Upon the effectiveness of this Agreement, the terms and provisions of the Original Prior Agreement shall, subject to this paragraph, be superseded hereby and replaced by the terms and provisions of this Agreement in their entirety. Notwithstanding the amendment and restatement of the Original Prior Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or Agent and any other Seller Indemnified Party, Servicer Indemnified Party or Affected Person Secured Parties (as such terms are defined in the Original Prior Agreement) for all Seller Obligations (as such term is defined in the Prior Agreement), fees and expenses which are accrued and unpaid under the Original Prior Agreement on the date hereof Restatement Date (collectively, the “Original Prior Agreement Outstanding Amounts”) and all agreements to indemnify and pay any costs to such parties in connection with events or conditions arising or existing prior to the effective date 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 Prior Agreement Outstanding Amounts or such other obligations, liabilities or indemnifications evidenced by or arising under the 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 interest interests created by the Borrower under the Original Prior Agreement shall not in any manner be impaired, limited or terminated and shall remain in full force and effect as security for such Original the Prior Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in fulland all other Seller Obligations. Upon the effectiveness of this Agreement, each reference to the Original 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 Original 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 terms, and subject to the conditions set forth herein, secured by, among other things, the Receivables. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Audacy, 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Purchase Agreement, dated as of May 10August 7, 2018 2008 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Prior Agreement”), among each of the Borrower, as “U.S. Borrower”, parties hereto (other than the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” LC Bank and “Lenders” from time to time party thereto and the AdministratorLC Participants). Upon the effectiveness of this Agreement, the terms and provisions of the Original Prior Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Prior Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties to the Original Agreement or PNC and any other Indemnified Party or Affected Person (as such terms are defined in the Original Prior Agreement) for fees and expenses which are accrued and unpaid under the Original Prior Agreement on the date hereof (collectively, the “Original Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Prior Agreement shall remain in full force and effect as security for such Original Prior Agreement Outstanding Amounts until such Original Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Prior Agreement in any other document, instrument or agreement 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 Original Prior Agreement. For the avoidance of doubt, all Capital, Discount, Fees and all other amounts outstanding or owing by the Seller under the Prior Agreement remain outstanding or owing by the Seller hereunder. The 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. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto hereto, intending to be legally bound, agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Triumph Group Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto Pursuant to the “Agreement” refer to this Third Amended and Restated Credit Agreement, dated as of February 6, 2018 (as amended by a First Amendment to Third Amended and Restated Credit Agreement dated as of November 7, 2018, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of February 6, 2019, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of May 8, 2019, as further amended by that certain Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2019, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of September 17, 2021, and as further amended, restated, supplemented or otherwise modified from time prior to time. The Borrower has requested (a) that the Lenders make Loans Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Borrower 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 (the “Existing 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, and the Lenders (including certain of 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 Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) that the LC Bank issue or cause the issuance of one or more Existing Loans, all Letters of Credit from time (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to timebe 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 for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in each casethe case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their #526279330_v2 willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. This In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement amends is hereby amended and restates restated in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Credit Agreement (Hain Celestial Group 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:: 771962042

Appears in 1 contract

Sources: Receivables Financing Agreement (Cincinnati Bell 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Third Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10October 5, 2018 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Prior Agreement”), among each of the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administratorparties hereto. Upon the effectiveness of this Agreement, the terms and provisions of the Original Prior Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Prior Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or PNC, Regions and any other Borrower Indemnified Party, Servicer Indemnified Party or Affected Person (as such terms are defined in the Original Prior Agreement) for fees and expenses which are accrued and unpaid under the Original Prior Agreement on the date hereof (collectively, the “Original Prior Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Prior Agreement shall remain in full force and effect as security for such Original Prior Agreement Outstanding Amounts until such Original Prior Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original 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 Original 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 Borrower from time to time, in each case, on the terms, and subject to the conditions set forth herein, secured by, among other things, the Receivables. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Financing Agreement (Core Natural Resources, 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign receivables, and the Lenders make Loans Purchasers desire to acquire such receivables from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Fourth Amended and Restated Receivables Financing Purchase Agreement, dated as of May 101, 2018 2013 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”the Sub-Servicers, the “Group Agents” various Purchasers and “Lenders” from time to time Purchaser Agents party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties Administrator, the Purchasers and Purchaser Agents party to the Original Agreement or and any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof Closing Date (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date 719921903 05109795 of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. For the avoidance of doubt, all Capital, Discount, Letters of Credit, Fees and all other amounts outstanding or owing by the Seller under the Original Agreement remain outstanding or owing by the Seller (or the Servicer or Sub-Servicers, as the case may be) hereunder. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Peabody Energy 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested intends to (a) that the Lenders make Loans from time prepay and repay all amounts outstanding under its existing senior secured credit facility made pursuant to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This a Financing Agreement amends and restates in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10December 11, 2018 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Existing Credit Agreement”), among OTG Management, Inc., 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 “Existing Note Purchase Agreement”), among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” purchasers from time to time party thereto and the Administrator. Upon the effectiveness of this AgreementHighbridge Principal Strategies, the terms LLC, as collateral agent (clauses (a) and provisions of the Original Agreement shall(b), subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding AmountsRefinancing Transaction), and (c) consummate an initial public offering of the common stock of the managing member of the Borrower in which such managing member will receive net proceeds of at least $375,000,000 (the “IPO Transaction”). The Borrower has requested that, substantially simultaneously with the consummation of the Refinancing Transaction and the IPO Transaction, the Lenders extend credit to the Borrower in the form of Initial Term Loans and Revolving Credit Loans on the Funding Date. The proceeds of the Initial Term Loans and, subject to the limitations set forth herein, the Revolving Credit Loans shall be used on the Funding Date (i) to fund the Refinancing Transaction, (iii) for general corporate purposes (limited as set forth herein) and all agreements (iii) to indemnify such parties in connection with events or conditions arising or existing prior to pay the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original AgreementTransaction Expenses. In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree as follows:

Appears in 1 contract

Sources: Credit Agreement (OTG EXP, 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, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that Seller desires to sell, transfer and assign receivables, and the Lenders make Loans Purchasers desire to acquire such receivables from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, the Third Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10January 25, 2018 2010 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Agreement”), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”the Sub-Servicers, the “Group Agents” various Purchasers and “Lenders” from time to time Purchaser Agents party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of the parties Administrator, the Purchasers and Purchaser Agents party to the Original Agreement or and any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof Closing Date (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. Gotham, BTMUNY and Fifth Third Bank desire to become parties to the Agreement as Purchasers and/or Purchaser Agents (as the case may be and as set forth herein), in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Peabody Energy Corp)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in The Company, the Exhibits hereto to other Loan Parties, the “Agreement” refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, lenders party thereto as of the Closing Amendment Effective Date, the Receivables Financing Citibank, N.A. as administrative agent, U.S. swingline lender and collateral agent, Citibank, N.A., London Branch, as European swingline lender, and ABN AMRO Bank, N.V., as L/C issuer, are party to that certain Credit Agreement, dated as of May 10December 20, 2018 2007 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Credit Agreement”), among pursuant to which the Borrower, as “U.S. Borrower”, lenders thereunder made certain loans and other extensions of credit to the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of Borrowers on the Original Agreement shall, subject to this paragraph, be superseded hereby in their entiretyClosing Date. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person The Administrative Agent (as such terms are defined in the Original Credit Agreement) for fees and expenses which are accrued the Loan Parties have determined pursuant to Section 10.01 of the Original Credit Agreement (including the second paragraph thereof) to amend and unpaid restate the Original Credit Agreement in its entirety in order to make certain modifications to the Original Credit Agreement, in each case on and subject to the terms and conditions set forth herein to read as set forth in this Agreement, and it has been agreed by them that the Loans and any Letters of Credit outstanding as of the Amendment Effective Date and other “Obligations” under the Original Credit Agreement on (including indemnities) shall be governed by and deemed to be outstanding under this Agreement with the date hereof intent that the terms of this Agreement shall supersede the terms of the Original Credit Agreement (collectivelywhich shall hereafter have no further effect upon the parties thereto other than with respect to any action, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events event, representation, warranty or conditions arising covenant occurring, made or existing applying prior to the effective date of Amendment Effective Date), and all references to the Original Credit Agreement in any Loan Document or other document or instrument delivered in connection herewith or therewith shall be deemed to refer to this Agreement and the provisions hereof; provided that (ii1) the grants of security interest created by interests, Mortgages and Liens under and pursuant to the Borrower Loan Documents shall continue unaltered to secure, guarantee, support and otherwise benefit the Obligations of the Borrowers and the other Loan Parties under the Original this Agreement and each other Loan Document shall remain continue in full force and effect in accordance with its terms except as security for such expressly amended thereby or hereby, and the parties hereto hereby ratify and confirm the terms thereof as being in full force and effect and unaltered by this Agreement except as expressly amended thereby or hereby, (2) it is agreed and understood that this Agreement does not constitute a novation, satisfaction, payment or reborrowing of any Obligation under the Original Credit Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of or any other Loan Document except as expressly modified by this Agreement, each reference nor does it operate as a waiver of any right, power or remedy of any Lender or Agent under any Loan Document and (3) Section 9.11(b) of the Original Credit Agreement continues in full force and effect and shall extend to all obligations of the Loan Parties under the Original Credit Agreement as amended by this Agreement (other than, in relation to the Original Agreement applicability of the Collateral Documents governed by German, French, Italian and Spanish law, any amount of Obligations representing the difference in any other document, instrument or agreement shall mean the amount of interest on the Loans based on the Applicable Rate set forth herein 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 Applicable Rate set forth in connection with the Original Credit Agreement). In consideration of the mutual agreements, provisions covenants and covenants contained herein, the sufficiency of which is hereby acknowledgedagreements herein contained, the parties hereto covenant and agree to amend and restate the Original Credit Agreement, and the Original Credit Agreement is hereby amended and restated in its entirety, as follows:

Appears in 1 contract

Sources: Credit Agreement (Lyondell Chemical Co)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the "Agreement" refer to this Agreement, as amended, restated, supplemented or otherwise modified and in effect from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on the terms and subject to the conditions set forth herein. This Agreement amends and restates in its entirety, as of the Closing Date, entirety the Receivables Financing Agreement, Purchase Agreement dated as of May 10September 30, 2018 1998 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “"Original Agreement"), among the Borrower, as “U.S. Borrower”Seller, the Servicer, as “U.S. Servicer”Liberty Street Funding Corp., Cincinnati Bell a Delaware corporation ("Liberty Street"), Corporate Asset Funding Canada Ltd.Company, as “Canadian Borrower”Inc., OnX Enterprise Solutions, Ltd., as “Canadian Servicer”a Delaware corporation ("CAFCO"), the “Group Agents” Agent and “Lenders” from time to time party thereto and the AdministratorCo-Agent. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower Seller and the Servicer shall continue to be liable to each of Liberty Street, CAFCO, the parties to the Original Agreement Agent, Co-Agent or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for with respect to all unpaid fees and expenses which are accrued and unpaid to the date hereof under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in fullAgreement. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect effect any other instrument, document or agreement executed and/or and or delivered in connection with the Original Agreement. The Seller desires to sell, transfer and assign to the Purchasers undivided variable percentage ownership interests in a pool of receivables, and the Purchasers desire to acquire such undivided variable percentage ownership interests on the terms and subject to the conditions set forth herein. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Receivables Purchase Agreement (Warnaco Group Inc /De/)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. 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 hereto to the “Agreement” refer to this Agreement, as amended, restated, modified or supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time All interest rate and yield determinations referenced herein shall be expressed as a decimal and rounded, if necessary, to the Borrower nearest one hundredth of a percentage point in the manner set forth herein (as applicable). The 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 (breferred to herein as “Receivable Interests”) that in the LC Bank issue or cause Pool Receivables. The Purchasers may, in their sole discretion, purchase such Receivable Interests in the issuance of one or more Letters of Credit from time Pool Receivables, and the Banks are prepared to timepurchase such Receivable Interests in the Pool Receivables, in each case, case on the terms and subject to the conditions set forth herein. This Agreement amends Certain parties hereto previously entered into that certain Second Amended and restates in its entirety, as of the Closing Date, the Restated Receivables Financing Purchase Agreement, dated as of September 28, 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 1018, 2018 2012 and September 24, 2012 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Existing Agreement”). a previous purchase), among being referred to herein as the Borrower, as initial U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group AgentsCapitaland “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined Receivable Interest in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectivelyPool Receivables then being purchased), the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created date of such purchase (which shall be a Business Day) and (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 Bank), the desired duration of the initial Fixed Period for each such Receivable Interest in the Pool Receivables. Each Purchaser Agent which has a related Purchaser shall promptly thereafter (but in no event later than 11:00 a.m. (New York City time) on the 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 specified by the Borrower under Seller are acceptable to such Purchaser and the Original Agreement yield with respect to such purchase and the amount of interest that will be due for the related Settlement Period. If (a) a Purchaser has determined not to make a proposed purchase, or (b) a Purchaser Agent does not have a related Purchaser, the respective Purchaser Agent shall remain 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 amount of Capital of the Receivable Interests in full force and effect the 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 security a Bank), the Assignee Rate for the Fixed Period for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid Receivable Interest in full. Upon the effectiveness of this Agreement, each reference to Pool Receivables and the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration duration of the mutual agreementsFixed 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 Purchasers and/or the Banks, provisions either directly or indirectly, as a result of any failure by the Seller to complete such transfer, including, without limitation, any loss or expense incurred by the Purchasers and/or the Banks by reason of the liquidation or reemployment of funds acquired by the Purchasers or the Banks (including, without limitation, funds obtained by issuing notes, obtaining deposits as loans from third parties and covenants contained herein, the sufficiency reemployment of which is hereby acknowledged, the parties hereto agree as follows:funds) to fund such transfer.

Appears in 1 contract

Sources: Assignment and Acceptance Agreement and Amendment

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto Pursuant to the “Agreement” refer to this Second Amended and Restated Credit Agreement, dated as of December 12, 2014 (as amended, restated, supplemented or otherwise modified from time prior to time. The Borrower has requested (a) that the Lenders make Loans Closing Date, the “Existing Credit Agreement”), among the Company, Bank of America, N.A., as Administrative Agent, U.S. Swing Line Lender and L/C Issuer, Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ International Designated Activity Company, as Global Swing Line Lender and the other lenders from time to time party thereto (the “Existing Lenders”), the Existing Lenders agreed to make extensions of credit to the Borrower 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, and the Lenders (including certain of 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 Existing Lenders have agreed to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced upon the amended and restated terms and conditions contained in this Agreement; and (b) that the LC Bank issue or cause the issuance of one or more Existing Loans, all Letters of Credit from time (including the Existing Letters of Credit) and other Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement shall be governed by and deemed to timebe 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 for accrued and unpaid fees and expenses, and indemnification obligations, if any, accrued and owing, under the terms of the Existing Credit Agreement on or prior to the Closing Date or arising (in each casethe case of indemnification) under the terms of the Existing Credit Agreement). Furthermore, and in connection with the foregoing, the Company has requested that the Lenders provide a term loan facility, and the Lenders have indicated their willingness to lend under such a term loan facility, on the terms and subject to the conditions set forth herein. This In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement amends is hereby amended and restates restated in its entirety, as of the Closing Date, the Receivables Financing Agreement, dated as of May 10, 2018 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Original Agreement”), among the Borrower, as “U.S. Borrower”, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entirety. Notwithstanding the amendment and restatement of the Original Agreement by this Agreement, (i) the Borrower and the Servicer shall continue to be liable to each of the parties to the Original Agreement or any other Indemnified Party or Affected Person (as such terms are defined in the Original Agreement) for fees and expenses which are accrued and unpaid under the Original Agreement on the date hereof (collectively, the “Original Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created by the Borrower under the Original Agreement shall remain in full force and effect as security for such Original Agreement Outstanding Amounts until such Original Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Appears in 1 contract

Sources: Credit Agreement (Hain Celestial Group Inc)

PRELIMINARY STATEMENTS. Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. I to this Agreement. References in the Exhibits hereto to the Agreement” refer to this Agreement, as amended, amended and restated, modified or supplemented or otherwise modified from time to time. The Borrower has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) that the LC Bank issue or cause the issuance of one or more Letters of Credit from time to time, in each case, on On the terms and subject to the conditions set forth herein, (i) each 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 its entirety, as of the Closing Date, the that certain Second Amended and Restated Receivables Financing Purchase Agreement, dated as of May 10June 30, 2018 2010 (as amended, restated, supplemented or otherwise modified prior to the date hereofClosing Date, the “Original Existing Agreement”), among the BorrowerU.S. Seller, as “U.S. Borrower”Manitowoc, the Servicer, as “U.S. Servicer”, Cincinnati Bell Funding Canada Ltd., as “Canadian Borrower”, OnX Enterprise Solutions, Ltd., as “Canadian Servicer”, the “Group Agents” and “Lenders” from time to time party thereto Purchaser and the Administrator. Upon the effectiveness of this Agreement, the terms and provisions of the Original Agreement shall, subject to this paragraph, be superseded hereby in their entiretyAgent. Notwithstanding the amendment and restatement of the Original Existing Agreement by this Agreement, (i) the Borrower U.S. Seller and the Servicer Manitowoc shall continue to be liable to each of the parties to Purchaser, the Original Agreement Agent or any other Indemnified Party or Affected Person (as such terms are defined in the Original Existing Agreement) for fees and expenses which are accrued and unpaid under the Original Existing Agreement on the date hereof Closing Date (collectively, the “Original Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement Closing Date and (ii) the security interest created by the Borrower under the Original Existing Agreement shall remain in full force and effect as security for such Original Existing Agreement Outstanding Amounts until such Original Existing Agreement Outstanding Amounts shall have been paid in full. Upon the effectiveness of this Agreement, each reference to the Original Existing Agreement in any Transaction Document or in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Original Agreement. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:.

Appears in 1 contract

Sources: Receivables Purchase Agreement (Manitowoc Co Inc)