Replacement Credit Facility Sample Clauses

Replacement Credit Facility. The definition of “Replacement Credit Facility” in Section 1.01 of the Credit Agreement shall be and it hereby is amended by replacing “the First Lien Credit Agreement” therein with “the First Lien Credit Agreement, the 1.5 Lien Notes, the 1.75 Lien Credit Agreement.”
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Replacement Credit Facility. Borrower states and acknowledges that this Agreement is entered into by it in replacement of that certain Second Amended and Restated Credit Agreement [Letter of Credit and Hedged Inventory Facility] dated July 2, 2002 (the “Expiring LC Facility”), among Borrower, Fleet National Bank as administrative agent and the lenders party thereto. Borrower further states, acknowledges and agrees that the preceding sentence does not and shall not alter or otherwise modify in any regard, directly or indirectly, expressly or impliedly or otherwise, (i) any termination of the Expiring LC Facility or, among other things, the termination of the Liens created to secure the Expiring LC Facility or (ii) the terms, provisions and conditions expressly set forth in, and contemplated by, this Agreement, or the transactions contemplated hereby, which in each case shall be governed solely by the terms, provisions and conditions of this Agreement and the other Loan Documents without regard to this Section 10.14; and for the avoidance of any doubt, such preceding sentence does not and shall not alter or modify in any regard, directly or indirectly, expressly or impliedly or otherwise, the discretionary and un-committed nature of the credit facility referred to herein.
Replacement Credit Facility. Use your best efforts to obtain a replacement credit facility to replace this letter agreement (the "REPLACEMENT CREDIT FACILITY") on or prior to ________, 2003, PROVIDED that if no Replacement Credit Facility is obtained by such date, you will continue to use your best efforts to obtain a Replacement Credit Facility at the earliest possible date.
Replacement Credit Facility. Notwithstanding anything in this Agreement or the other Transaction Documents to the contrary, provided no default has occurred under this Agreement or any other Transaction Document (unless the funds to be disbursed under the Replacement Credit Facility will cure such default upon closing of such Replacement Credit Facility within thirty (30) days of the occurrence of such default and such closing has been scheduled in writing by the lender to occur within such time period), the Company shall be permitted to obtain a credit facility from an institutional lender in an amount not to exceed $3,000,000 (the "Replacement Credit Facility"), provided that on or before the date the Company obtains such Replacement Credit Facility, the following conditions have been satisfied: (a) such Replacement Credit Facility replaces the HUBCO Debt in its entirety, (b) the HUBCO Guaranty is terminated and the Sellers are fully and indefeasibly released from any and all liability under the HUBCO Guaranty, (c) any security interests to be obtained by the institutional lender providing the Replacement Credit Facility encumber solely the assets of the Purchaser and/or the Company and otherwise result in Sellers being in no worse position than they were at the time of Closing and (d) the Replacement Credit Facility is otherwise on such terms and conditions as are reasonably acceptable to the Sellers, provided, however, that any Replacement Credit Facility on terms and conditions substantially similar to the HUBCO credit facility (exclusive of any forms of guaranty of Sellers) shall be deemed reasonable.
Replacement Credit Facility. The Company, the lenders and the other parties named therein shall have executed and delivered the Replacement Credit Facility on terms no less favorable than the terms in the Debt Commitment Letter and the Replacement Credit Facility shall be in full force and effect and the aggregate amount of commitments available to the Company on the Closing Date shall be not less than $85,000,000 and the amount available to be drawn on the Closing Date shall be not less than the amount required pursuant to Section 3.4(c) (the “Minimum Financing”); provided, that this condition shall be deemed satisfied (x) unless the lenders party to the Debt Commitment Letter have failed to execute and deliver the Replacement Credit Facility or provide the Minimum Financing as a result of (i) the failure of one or more of the conditions specified in “Conditions Precedent to Closing” in Exhibit A of the Debt Commitment Letter or (ii) a Specified Failure or (y) if Buyer determines in good faith or the Company can reasonably demonstrate that an alternative Replacement Credit Facility with commitments of not less than $85,000,000 is promptly available to the Company (and not later than the Termination Date) and otherwise on terms that are not materially less favorable in the aggregate than those contained in the Debt Commitment Letter. For purposes hereof, the term “Specified Failure” shall mean that the Lead Arrangers (as defined in the Debt Commitment Letter) shall not have received a confirmatory field audit of accounts receivable of the Company and its Subsidiaries conducted by a third party selected by the Lead Arrangers at least five (5) days prior to the Closing Date. 108
Replacement Credit Facility. On or prior to the Closing Date, the Company shall have (i) entered into a replacement credit facility with Bank of America or another lender reasonably acceptable to Investor substantially on the terms set forth in the term sheet attached hereto as Exhibit H, or, to the extent not specifically set forth in such term sheet, on such other terms as are reasonably acceptable to Investor, and that do not adversely affect Investor's rights in respect of the Series A Stock, the Warrant Agreement or the Warrant Shares and that do permit the payment by the Company of quarterly dividends in the maximum amount payable pursuant to the terms of the Series A Stock and Series B Stock and permit the Company pay to the holders of the Series B Stock any accrued and unpaid dividends on the Series B Stock, which as of the date of the Purchase Agreement was a total of $723,523, and (ii) made a borrowing under such facility in an amount sufficient to (A) repay any Senior Bank Debt then outstanding after application of the Purchase Price in accordance with Section 5.4 and (B) fund the payments due pursuant to Section 5.9.
Replacement Credit Facility. Use your best efforts to obtain a replacement credit facility to replace this letter agreement (the “Replacement Credit Facility”) on or prior to March 31, 2003, provided that if no Replacement Credit Facility is obtained by such date, you will continue to use your best efforts to obtain a Replacement Credit Facility at the earliest possible date.
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Related to Replacement Credit Facility

  • Credit Facility This Warrant to Purchase Stock (“Warrant”) is issued in connection with that certain Mezzanine Loan and Security Agreement of even date herewith between Silicon Valley Bank and the Company (as amended and/or modified and in effect from time to time, the “Loan Agreement”). THIS WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase up to such number of fully paid and non-assessable shares of the above-stated Type/Series of Stock (the “Class”) of the above-named company (the “Company”) as determined pursuant to Paragraph A below, at the above-stated Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. Reference is made to Section 5.4 of this Warrant whereby Silicon Valley Bank shall transfer this Warrant to its parent company, SVB Financial Group.

  • Revolving Credit Facility (i) Subject to the terms and conditions hereof, each Lender severally agrees to make available to Borrowers from time to time until the Commitment Termination Date its Pro Rata Share of advances (each, a “Revolving Credit Advance”). The Pro Rata Share of the Loans of any Lender shall not at any time exceed its separate Commitment. The obligations of each Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 2.1(a); provided, that (x) the amount of any Revolving Credit Advances to be made at any time shall not exceed Availability at such time, (y) the amount of any Revolving Credit Advances to be made to the U.S. Borrowers at any time shall not exceed the U.S. Availability at such time and (z) the amount of any Revolving Credit Advances to be made to the Canadian Borrowers at any time shall not exceed the Canadian Availability at such time. Each Revolving Credit Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule (2.1) at the address specified therein. Any such notice must be given no later than (1) 12 noon (New York, New York time) on the date of the proposed Revolving Credit Advance, in the case of a Base Rate Loan, or (2) 12 noon (New York, New York time) on the date which is three (3) Business Days’ prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a “Notice of Revolving Credit Advance”) may be given verbally by telephone but must be immediately confirmed in writing (by fax, electronic mail or overnight courier) substantially in the form of Exhibit 2.1(a)(i), and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, with respect to LIBOR Loans denominated in Dollars, and BA Rate, with respect to LIBOR Loans denominated in Canadian Dollars, Borrower Representative must comply with Section 2.5(e). All Revolving Credit Advances (x) made to a U.S. Borrower shall be denominated in Dollars and (y) made to a Canadian Borrower shall be denominated in Dollars or Canadian Dollars but shall be deemed to have been made (in the case of Canadian Dollar Revolving Credit Advances) in the Dollar Equivalent of such Revolving Credit Advance.

  • Letter of Credit Facility 18 SECTION 3.1 ... L/C Commitment .......................................... 18 SECTION 3.2 ... Procedure for Issuance of Letters of Credit ............. 19 SECTION 3.3 ... Commissions and Other Charges ........................... 19 SECTION 3.4 ... L/C Participations ...................................... 19 SECTION 3.5 ... Reimbursement Obligation of the Borrowers ............... 20 SECTION 3.6 ...

  • Termination of Revolving Credit Facility The Revolving Credit Facility and the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date.

  • Term Loan Facility Each Lender severally agrees, on the terms and conditions set forth herein, to make Loans to the Borrower during the period from the Closing Date to June 8, 2012, in an aggregate amount not to exceed such Lender’s Pro Rata Share of the Term Commitment. The Borrower from time to time may borrow under the Term Loan Facility (and may reborrow any amount theretofore prepaid) until close of business on June 8, 2012, for a term not to exceed 364 days from the date of the Borrowing. Each such loan under the Term Loan Facility (a “Term Loan”) shall be in the minimum amount of $10,000,000 and shall become due and payable on the last day of the term selected by the Borrower for such Term Loan (the “Term Loan Maturity Date”), which shall in no event be later than 364 days from the date of such Term Loan. The maximum availability under the Term Loan Facility shall be the amount of the Credit minus the aggregate outstanding principal amount of Revolving Loans and Term Loans made by the Lenders; provided, however, that to the extent the proceeds of a Term Loan are used to repay an outstanding Revolving Loan (or a portion thereof), such Revolving Loan (or portion thereof) shall not be considered part of the aggregate principal amount of outstanding Revolving Loans made by the Lenders for purposes of this sentence (such maximum availability hereafter being referred to as the “Term Loan Availability”). Under no circumstances shall the aggregate outstanding principal amount of Term Loans and Revolving Loans made by the Lenders exceed the Credit, and under no circumstances shall any Lender be obligated (i) to make any Term Loan (nor may the Borrower reborrow any amount heretofore prepaid) after June 8, 2012, or (ii) to make any Term Loan in excess of the Term Loan Availability. Each Term Loan made hereunder shall fully and finally mature and be due and payable in full on the Term Loan Maturity Date specified in the Borrowing Advice for such Term Loan; provided, however, that to the extent the Borrowing Advice for any Term Loan selects an Interest Period that expires before the Term Loan Maturity Date specified in such Borrowing Advice, the Borrower may from time to time select additional interest rate options and Interest Periods (none of which shall extend beyond the Term Loan Maturity Date for such Term Loan) by delivering a Borrowing Advice or Notice of Conversion/Continuation, as applicable.

  • The Letter of Credit Facility (i) Subject to the terms and conditions hereinafter set forth (A) Issuing Bank agrees, in reliance on the Agreements of the Lenders set forth in this Section (1) to issue Letters of Credit for the account of any Borrower from time to time on any Business Day during the period from the Effective Date hereof until 10 days before the Termination Date in an aggregate Available Amount for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) the Unused Revolving Credit Commitments of the Lenders at such time (provided that in no event shall the Issuing Bank be required to issue a Letter of Credit if, after giving effect to such issuance, the aggregate amount of the Revolving Credit Exposures of all Lenders shall exceed the Revolving Credit Availability at such time) and to amend or extend Letters of Credit previously issued by it in accordance with the terms of this Section 2.16, and (2) to honor drawings under the Letters of Credit, and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of any Borrower and any drawings thereunder. Each request by a Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that the issuance, extension or amendment of the Letter of Credit so requested complies with the conditions set forth in the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly such Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

  • Termination of Credit Facility The Credit Facility shall terminate on the earliest of (a) the third anniversary of the Closing Date (the "Maturity Date"), (b) the date of termination by the Borrower pursuant to Section 2.5(a) and (c) the date of termination by the Administrative Agent on behalf of the Lenders pursuant to Section 10.2(a).

  • Loan Facility Upon a request by the Borrower pursuant to Section 2.02, and on the terms and subject to the conditions hereinafter set forth, the Lenders shall, ratably in accordance with their respective Commitments, severally and not jointly, make Loans to the Borrower from time to time during the period from the Closing Date to the Termination Date. Under no circumstances shall any Lender be obligated to make any such Loan if, after giving effect to such Loan:

  • The Credit Facility 2.1 The Revolving Credit Facility Each Lender severally agrees, on the terms and conditions set forth herein, to make loans to the Borrower (each such loan, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date to the Revolving Termination Date, in an aggregate amount not to exceed at any time outstanding, together with the principal amount of Term Loans outstanding in favor of such Lender at such time, the amount set forth next to such Lender’s name on Schedule 1 (such amount together with the Lender’s Pro Rata Share of the Term Commitment, as the same may be reduced under Section 2.10 or as a result of one or more assignments under Section 10.8, the Lender’s “Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the Effective Amount of all outstanding Revolving Loans shall not at any time exceed the combined Commitments; and provided further that the Effective Amount of the Revolving Loans, together with all Term Loans outstanding at such time, of any Lender shall not at any time exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.1, prepay under Section 3.3 and reborrow under this Section 2.1.

  • The Revolving Credit Facility On the terms and conditions set forth in the MLA and this Supplement, CoBank agrees to make loans to the Company during the period set forth below in an aggregate principal amount not to exceed, at any one time outstanding, the lesser of $25,000,000.00 (the “Commitment”), or the “Borrowing Base” (as calculated pursuant to the Borrowing Base Report attached hereto as Exhibit A). Within the limits of the Commitment, the Company may borrow, repay and reborrow.

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