Prior Credit Agreement. The Borrower, certain of the Lenders, Departing Lenders and the Administrative Agent are parties to the Prior Credit Agreement. The Borrower, the Lenders, the Departing Lenders and the Administrative Agent agree that upon (i) the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 5.1, the terms and conditions of the Prior Credit Agreement shall be and hereby are amended, superseded, and restated in their entirety by the terms and provisions of this Agreement. All amounts outstanding or otherwise due and payable under the Prior Credit Agreement prior to the Closing Date shall, on and after the Closing Date, be outstanding and due and payable under this Agreement. Without limiting the foregoing, upon the effectiveness hereof, the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect of each Lender’s credit and loan exposure under the Prior Credit Agreement as are necessary in order that each such Lender’s Extensions of Credit hereunder reflects such Lender’s Revolving Percentage of the Total Extensions of Credit on the Closing Date. Upon the effectiveness hereof, each Departing Lender’s “Commitment” under the Prior Credit Agreement shall be terminated, each Departing Lender shall have received payment in full of all of the “Obligations” under the Prior Credit Agreement (other than obligations to pay fees and expenses with respect to which the Borrower has not received an invoice, contingent indemnity obligations and other contingent obligations owing to it under the “Loan Documents” as defined in the Prior Credit Agreement) and each Departing Lender shall not be a Lender hereunder. For the avoidance of doubt, upon the effectiveness of this Agreement, no Departing Lender shall have any duties, responsibilities or obligations under the Prior Credit Agreement or hereunder. All Lenders agree and acknowledge that notwithstanding any other provision of the Prior Credit Agreement to the contrary, only Departing Lenders shall receive full repayment of their “Obligations” under the Prior Credit Agreement on the effective Closing Date, as such Departing Lenders shall not constitute Lenders hereunder, and the Lenders consent to such full repayment as described above.
Prior Credit Agreement. (a) On the Effective Date, the “Commitments” as defined in the Prior 5-Year Credit Agreement shall terminate, without further action by any party thereto, except that Sections 2.14, 7.05, 7.06, 8.03 and 9.03 of the Prior 5-Year Credit Agreement (and Section 2.13 and Article 9 of the Prior 5-Year Credit Agreement insofar as they relate to such foregoing Sections) shall survive such termination and any related payment of amounts owed under the Prior 5-Year Credit Agreement.
Prior Credit Agreement. All commitments under the Prior Credit Agreement shall have been terminated, and all loans and accrued and unpaid interest, fees and any other amounts outstanding under the Prior Credit Agreement shall have been paid in full; provided that accrued and unpaid interest, fees and other amounts outstanding under the Prior Credit Agreement (other than principal amount of loans) may be paid within ten (10) Business Days following the receipt by Borrower of an invoice from the Administrative Agent regarding any such accrued and unpaid interest, fees or other amounts outstanding (it being understood that such amounts shall be due and payable on such tenth Business Day if not paid prior to such date).
Prior Credit Agreement. The Prior Credit Agreement shall have been terminated and all unpaid amounts thereunder (other than unasserted contingent obligations which by their terms survive termination) shall have been paid in full.
Prior Credit Agreement. Repayment, with the proceeds of the Initial Advance, of all loans under the Prior Credit Agreement and termination of the Prior Credit Agreement.
Prior Credit Agreement. Evidence satisfactory to the Agent that the commitments to extend credit under the Credit Agreement dated as of February 29, 1996 among the Company, BofA as agent, The Bank of Nova Scotia and Wachovia Bank of Georgia, N.A., as co-agents, and the other financial institutions party thereto have been terminated and that all principal, interest, charges and fees due thereunder have been paid or that arrangements satisfactory to the Agent for the payment thereof have been made by the Company; the Company and each Bank party hereto that is a party to such Credit Agreement acknowledging that such commitments shall be terminated simultaneously with the closing hereunder;
Prior Credit Agreement. The Borrower, certain of the Lenders, and the Agent are parties to an Amended and Restated Credit Agreement dated as of May 6, 2003 (the "Prior Credit Agreement"). The Borrower, the Lenders, and the Agent agree that upon (i) the execution and delivery of this Agreement by each of the parties hereto and (ii) satisfaction (or waiver by the aforementioned parties) of the conditions precedent set forth in Section 4.1, the terms and conditions of the Prior Credit Agreement shall be and hereby are amended, superseded, and restated in their entirety by the terms and provisions of this Agreement. All amounts outstanding or otherwise due and payable under the Prior Credit Agreement prior to the Closing Date shall, on and after the Closing Date, be outstanding and due and payable under this Agreement. Notwithstanding the foregoing, the Borrower affirms its rights, duties and obligations under the Security Agreement, including, without limitation, the security interest granted thereunder, and agrees and acknowledges that this Agreement constitutes the "Credit Agreement" referenced therein. The remainder of this page is intentionally blank
Prior Credit Agreement. Each of the parties hereto hereby agree that (a) the outstanding balance of the Obligations as defined in the Prior Credit Agreement remains outstanding and constitutes Obligations hereunder and (b) this Agreement is an amendment and restatement of the Prior Credit Agreement and that all documents, instruments or agreements creating security interests or liens in favor of the “Secured Parties” as defined in the Prior Credit Agreement and securing the “Obligations” thereunder continue to secure the Obligations under this Agreement.
Prior Credit Agreement. The Administrative Agent shall have received evidence that all unpaid interest and fees accrued under the Prior Credit Agreement through the Effective Date, all other amounts due and payable, including principal, in connection with the existing Revolving Loans and Term Loan (as such terms are defined in the Prior Credit Agreement) and all other fees, expenses and other charges outstanding thereunder (including any amounts due under the Prior Credit Agreement arising as a result of the termination of all interest periods thereunder on the Effective Date) shall have been refinanced or paid or shall be refinanced or paid with the proceeds of the initial Loans hereunder and all Commitments cancelled.
Prior Credit Agreement. All principal, interest and fees outstanding under the Prior Credit Agreement shall be paid in full by the Company on the Closing Date.
