Common use of Replacement Revolving Credit Facility Clause in Contracts

Replacement Revolving Credit Facility. This Agreement may be amended with the written consent of the Administrative Agent, the Swing Line Lender, each L/C Issuer, the Borrower and the Lenders providing the Replacement Revolving Credit Commitments (as defined below) to permit the refinancing of all outstanding Revolving Credit Commitments (the “Refinanced Revolving Credit Commitments”) with replacement revolving credit commitments (the “Replacement Revolving Credit Commitments”) hereunder; provided that (a) the aggregate principal amount of such Replacement Revolving Credit Commitments shall not exceed the aggregate principal amount of such Refinanced Revolving Credit Commitments, (b) the Applicable Rate with respect to such Replacement Revolving Credit Commitments (or similar interest rate spread applicable to such Replacement Revolving Credit Commitments) shall be as agreed by the Borrower and the Lenders providing such Replacement Revolving Commitments, (c) such Replacement Revolving Credit Commitments shall rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, and (d) all other terms applicable to such Replacement Revolving Credit Commitments shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Credit Commitments than those applicable to such Refinanced Revolving Credit Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to such refinancing (other than that applicable to such Refinanced Revolving Credit Commitments).”

Replacement Revolving Credit Facility. This In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Swing Line Lender, each L/C Issuer, the Borrower and the Lenders providing the relevant Replacement Revolving Credit Commitments Facility (as defined below) to permit the refinancing of all outstanding Revolving Credit Commitments (the “Refinanced Revolving Credit Commitments”) with incur a replacement revolving credit commitments facility (the “Replacement Revolving Credit CommitmentsFacility”) that permanently refinances, refunds, extends, renews or replaces all or a portion of the Revolving Credit Commitments hereunder; provided that (a) the aggregate principal amount of revolving commitments under such Replacement Revolving Credit Facility shall not, except as permitted by Section 2.21, exceed, when aggregated with the amount of remaining Revolving Credit Commitments, the amount of the Aggregate Commitments on the Effective Date, (b) the Borrower shall be the only borrower under such Replacement Revolving Credit Facility and the Subsidiary Guarantors shall be the only guarantors, if any, with respect thereto, (c) the maturity date of the Replacement Revolving Credit Facility shall not be earlier than the Revolving Loan Maturity Date, (d) the Indebtedness under such Replacement Revolving Credit Facility, if secured, is secured only by Liens on the Collateral (and not by any other assets) granted in favor of the Collateral Agent or another agent appointed in connection with such Replacement Revolving Credit Facility that are subject to the terms of an intercreditor agreement that is reasonably satisfactory to the Collateral Agent, (e) the interest rate and fees applicable to the Replacement Revolving Credit Facility shall be determined by the Borrower and the applicable new lenders, (f) such Replacement Revolving Credit Facility may have other terms applicable to letters of credit and swingline loans issued thereunder and (g) all other terms of such Replacement Revolving Credit Commitments shall not exceed the aggregate principal amount of such Refinanced Revolving Credit Commitments, (b) the Applicable Rate with respect to such Replacement Revolving Credit Commitments (or similar interest rate spread applicable to such Replacement Revolving Credit Commitments) shall be as agreed by the Borrower and the Lenders providing such Replacement Revolving Commitments, (c) such Replacement Revolving Credit Commitments shall rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, and (d) all other terms applicable to such Replacement Revolving Credit Commitments Facility shall be substantially identical to, or less favorable similar to the Lenders providing such Replacement Revolving Credit Commitments than those applicable to such Refinanced Revolving Credit Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to such refinancing (other than that applicable to such Refinanced Revolving Credit Commitments).”

Replacement Revolving Credit Facility. This In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Swing Line Lender, each L/C Issuer, the Borrower and the Lenders providing the relevant Replacement Revolving Credit Commitments Facility (as defined below) to permit the refinancing of all outstanding Revolving Credit Commitments (the “Refinanced Revolving Credit Commitments”) with incur a replacement revolving credit commitments facility (the “Replacement Revolving Credit CommitmentsFacility”) that permanently refinances, refunds, extends, renews or replaces all or a portion of the Revolving Credit Commitments 143-143- hereunder; provided that (a) the aggregate principal amount of revolving commitments under such Replacement Revolving Credit Facility shall not, except as permitted by Section 2.21, exceed, when aggregated with the amount of remaining Revolving Credit Commitments, the amount of the Aggregate Commitments on the Effective Date, (b) the Borrower shall be the only borrower under such Replacement Revolving Credit Facility and the Subsidiary Guarantors shall be the only guarantors, if any, with respect thereto, (c) the maturity date of the Replacement Revolving Credit Facility shall not be earlier than the Revolving Loan Maturity Date, (d) the Indebtedness under such Replacement Revolving Credit Facility, if secured, is secured only by Liens on the Collateral (and not by any other assets) granted in favor of the Collateral Agent or another agent appointed in connection with such Replacement Revolving Credit Facility that are subject to the terms of an intercreditor agreement that is reasonably satisfactory to the Collateral Agent, (e) the interest rate and fees applicable to the Replacement Revolving Credit Facility shall be determined by the Borrower and the applicable new lenders, (f) such Replacement Revolving Credit Facility may have other terms applicable to letters of credit and swingline loans issued thereunder and (g) all other terms of such Replacement Revolving Credit Commitments shall not exceed the aggregate principal amount of such Refinanced Revolving Credit Commitments, (b) the Applicable Rate with respect to such Replacement Revolving Credit Commitments (or similar interest rate spread applicable to such Replacement Revolving Credit Commitments) shall be as agreed by the Borrower and the Lenders providing such Replacement Revolving Commitments, (c) such Replacement Revolving Credit Commitments shall rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, and (d) all other terms applicable to such Replacement Revolving Credit Commitments Facility shall be substantially identical to, or less favorable similar to the Lenders providing such Replacement Revolving Credit Commitments than those applicable to such Refinanced Revolving Credit Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to such refinancing (other than that applicable to such Refinanced Revolving Credit Commitments).”

Replacement Revolving Credit Facility. This Agreement may be amended with Subject to the written consent satisfaction of the Administrative Agentconditions set forth in Section 3 of this Amendment, there is hereby established, effective as of the Swing Line Lender, each L/C Issuer, the Borrower and the Lenders providing the Replacement Revolving Credit Commitments Amendment No. 2 Effective Date (as defined below) to permit the refinancing of all outstanding ), replacement Revolving Credit Commitments (under the “Refinanced Revolving Credit Commitments”) with replacement revolving credit commitments Agreement (the “Replacement Revolving Credit Commitments”) hereunder; provided that and the loans extended thereunder, together with the Xxxxxx Revolving Credit Loans (a) the aggregate principal “Replacement Revolving Credit Loans”). The amount of the Replacement Revolving Credit Commitments or Replacement Revolving Credit Loans of each Replacement Revolving Credit Lender shall be the amount set forth on Schedule 1 hereto opposite such Replacement Revolving Credit Commitments shall not exceed Lender’s name. Subject to the aggregate principal amount satisfaction of such Refinanced Revolving Credit Commitmentsthe conditions set forth in Section 3 of this Amendment, (b) the Applicable Rate with respect to such Replacement Revolving Credit Commitments and the Replacement Revolving Credit Loans shall become effective and available (or similar interest rate spread other than the Xxxxxx Revolving Credit Loans) on a fully revolving basis during the period from and including the Amendment No. 2 Effective Date until December 31, 2014 or, if such day is not a Business Day, the next preceding Business Day (the “Replacement Revolving Credit Termination Date”). The Replacement Revolving Credit Commitments and the Replacement Revolving Credit Loans are collectively referred to as the “Replacement Revolving Credit Facility.” Subject to the amendments to the Credit Agreement set forth in Section 2 below, the terms and conditions applicable to the Replacement Revolving Credit Facility, the Replacement Revolving Credit Commitments and the Replacement Revolving Credit Loans shall be identical to the provisions of the Credit Agreement applicable to the Revolving Credit Facility, the Revolving Credit Commitments and Revolving Credit Loans, and, with respect to matters arising following the Amendment No. 2 Effective Date, references in the Credit Agreement and the other Loan Documents to “Revolving Credit Commitment,” “Revolving Credit Facility,” “Revolving Credit Loan,” “Revolving Credit Lender” and “Revolving Credit Termination Date” shall apply to the rights and obligations of the Loan Parties and the Replacement Revolving Credit Lenders under the Replacement Revolving Credit Facility as though such terms referred to the “Replacement Revolving Credit Commitments) shall be as agreed by ,” the Borrower and the Lenders providing such Replacement Revolving Commitments, (c) such “Replacement Revolving Credit Commitments shall rank pari passu in right of payment and of security with Facility,” the other Loans and Commitments hereunder, and (d) all other terms applicable to such “Replacement Revolving Credit Commitments shall be substantially identical to, or less favorable to Loans,” the Lenders providing such “Replacement Revolving Credit Commitments than those applicable to such Refinanced Lenders” and the “Replacement Revolving Credit Commitments, except to Termination Date”. Any Letters of Credit and Swing Line Loans outstanding under the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity Date in effect Revolving Credit Facility immediately prior to such refinancing (other than that applicable the Amendment No. 2 Effective Date shall automatically be deemed to such Refinanced be issued and outstanding under the Replacement Revolving Credit Commitments)Facility from and after the Amendment No. 2 Effective Date.”

Replacement Revolving Credit Facility. This (a) Notwithstanding anything to the contrary in any Loan Document, this Agreement may be amended, amended and restated, supplemented or otherwise modified on one or more occasions with the written consent of the Administrative Agent, the Facing Agents, the Swing Line Lender, each L/C IssuerLenders, the Borrower Borrowers under the Multicurrency Revolving Facility and the Lenders and New Lenders providing the relevant Replacement Revolving Credit Loans (as defined below) and Replacement Revolving Commitments (as defined below) to permit the refinancing of all or any portion of the Multicurrency Revolving Loans or Loans in respect of any Additional Revolving Facility or Loans in respect of any other Replacement Revolving Facility outstanding Revolving Credit Commitments hereunder (the “Refinanced Revolving Credit Loans”) and Multicurrency Revolving Commitments and/or any Additional Facility Commitments in respect of any Additional Revolving Facility hereunder and/or any other Replacement Revolving Commitments in respect of any other Replacement Revolving Facility hereunder (“Refinanced Revolving Commitments”) (which for this purpose will be deemed to include any then outstanding Replacement Revolving Loans and Replacement Revolving Commitments) with replacement revolving credit commitments loans (the “Replacement Revolving Credit Loans”) and replacement revolving commitments (“Replacement Revolving Commitments”, and together with such Replacement Revolving Loans relating thereto, a “Replacement Revolving Facility”) hereunder which shall be Loans and Commitments hereunder; provided that (a) the aggregate principal amount of such Replacement Revolving Credit Loans and Replacement Revolving Commitments shall not exceed the aggregate principal amount of such Refinanced Revolving Credit CommitmentsLoans and Refinanced Revolving Commitments (plus the amount of accrued interest and premium thereon, any committed but undrawn amounts and underwriting discounts, fees (including upfront fees and original issue discount), commissions and expenses incurred in connection with the replacement thereof), (b) the Applicable Rate maturity date of such Replacement Revolving Loans and Replacement Revolving Commitments shall not be earlier than the latest Revolver Termination Date of such Refinanced Revolving Loans and Refinanced Revolving Commitments, (c) the interest rates, floors and margins, commitment, upfront and other fees, and borrowers with respect to such Replacement Revolving Credit Commitments (or similar interest rate spread applicable to such Loans and Replacement Revolving Credit Commitments) Commitments shall be as agreed by the Borrower borrowers party thereto and the Lenders and New Lenders providing such Replacement Revolving Loans and Replacement Revolving Commitments, including any changes or additional terms to address local law considerations in the case of any new foreign borrowers, (cd) such Replacement Revolving Credit Loans and Replacement Revolving Commitments shall rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (e) such Replacement Revolving Loans and Replacement Revolving Commitments shall (x) be subject to the CAM Exchange (and the holders of such Replacement Revolving Loans and Replacement Revolving Commitments shall have become a party to the Re-Allocation Agreement by execution and delivery of a joinder thereto or other arrangement reasonably acceptable to the Administrative Agent) and (dy) may not be (i) guaranteed by any Person which is not a Credit Party or (ii) secured by any assets other than the Collateral (other than, in the case of any Replacement Revolving Loans and Replacement Revolving Commitments incurred by an Other Subsidiary Borrower that is not a U.S. Credit Party, which may be guaranteed by Persons that are not Credit Parties on the date when such Replacement Revolving Loans and Replacement Revolving Commitments are established and secured by additional collateral in non-U.S. jurisdictions so long as the Lenders that provide such Replacement Revolving Loans and Replacement Revolving Commitments enter into the CAM Exchange and become a party to the Re-Allocation Agreement by execution and delivery of a joinder thereto or other arrangement reasonably acceptable to the Administrative Agent), (f) no Event of Default under Section 10.1(a), 10.1(e) or 10.1(f) shall exist immediately prior to or after giving effect to the effectiveness of the relevant Replacement Revolving Facility and (g) all other terms applicable to such Replacement Revolving Credit Loans and Replacement Revolving Commitments (excluding interest rates, floors and margins, commitment, upfront and other fees, guarantees, security and maturity, subject to preceding clauses (b) through (f)) shall be substantially identical to, or less favorable to the Lenders and New Lenders providing such Replacement Revolving Credit Loans and Replacement Revolving Commitments than those applicable to such Refinanced Revolving Credit Loans and Refinanced Revolving Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity latest Revolver Termination Date in effect immediately prior to such refinancing refinancing; provided that, if such terms are more favorable (other than that taken as a whole) to the Lenders or New Lenders providing such Replacement Revolving Loans and Replacement Revolving Commitments, the applicable Borrowers shall have the right to unilaterally provide the existing Multicurrency Revolving Lenders and Lenders under any existing Additional Revolving Facility with additional rights and benefits and the “substantially similar to” or not “less favorable” requirement of this clause (g) and compliance therewith shall be determined after giving effect to such Refinanced Revolving Credit Commitmentsadditional right and benefits (it being understood and agreed that Company may, at its option, deliver a certificate to the Administrative Agent certifying that the requirements of this clause (g) have been satisfied at least 5 Business Days prior to the incurrence of such Indebtedness, and such certification shall be 115 conclusive evidence that such requirements have been satisfied unless the Administrative Agent provides notice to Company of its objection during such 5 Business Day period (including a reasonable description of the basis upon which it objects)).”

Replacement Revolving Credit Facility. This Agreement may be amended with the written consent of the Administrative Agent, the Swing Line Lender, each L/C Issuer, the Borrower and the Lenders providing the Replacement Revolving Credit Commitments (as defined below) to permit the refinancing of all outstanding Revolving Credit Commitments (the “Refinanced Revolving Credit Commitments”) with replacement revolving credit commitments (the “Replacement Revolving Credit Commitments”) hereunder; provided that (a) the aggregate principal amount of such Replacement Revolving Credit Commitments shall not exceed the aggregate principal amount of such Refinanced Revolving Credit Commitments, (b) the Applicable Rate with respect to such Replacement Revolving Credit Commitments (or similar interest rate spread applicable to such Replacement Revolving Credit Commitments) shall be as agreed by the Borrower and the Lenders providing such Replacement Revolving Commitments, (c) such Replacement Revolving Credit Commitments shall rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, and (d) all other terms applicable to such Replacement Revolving Credit Commitments shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Credit Commitments than those applicable to such Refinanced Revolving Credit Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to such refinancing (other than that applicable to such Refinanced Revolving Credit Commitments).”

Replacement Revolving Credit Facility. This Agreement may be amended with the written consent of the Administrative Agent, the Swing Line Lender, each L/C Issuer, the Borrower and the Lenders lenders providing the Replacement Revolving Credit Commitments (as defined below) to permit the refinancing of all outstanding Revolving Credit Commitments (the “Refinanced Revolving Credit Commitments”) with replacement revolving credit commitments (the “Replacement Revolving Credit Commitments”) hereunder; provided that (a) the aggregate principal amount of such Replacement Revolving Credit Commitments shall not exceed the aggregate principal amount of such Refinanced Revolving Credit Commitments, (b) the Applicable Rate with respect to such Replacement Revolving Credit Commitments (or similar interest rate spread applicable to such Replacement Revolving Credit Commitments) shall be as agreed by the Borrower and the Lenders providing such Replacement Revolving Credit Commitments, (c) such Replacement Revolving Credit Commitments shall rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, and (d) all other terms applicable to such Replacement Revolving Credit Commitments shall be substantially identical to, or less favorable to the Lenders providing such Replacement Revolving Credit Commitments than those applicable to such Refinanced Revolving Credit Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to such refinancing (other than that applicable to such Refinanced Revolving Credit Commitments).”

Replacement Revolving Credit Facility. This (a) Notwithstanding anything to the contrary in any Loan Document, this Agreement may be amended, amended and restated, supplemented or otherwise modified on one or more occasions with the written consent of the Administrative Agent, the Swing Line Lender, each L/C IssuerLenders, the Borrower Borrowers under the Revolving Facilities and the Lenders and New Lenders providing the relevant Replacement Revolving Credit Loans (as defined below) and Replacement Revolving Commitments (as defined below) to permit the refinancing of all outstanding or any portion of the Revolving Loans or Loans in respect of any Additional Revolving Credit Commitments or Loans in respect of any other Replacement Revolving Facility outstanding hereunder (the “Refinanced Revolving Loans”) and Revolving Commitments and/or any Additional Facility Commitments in respect of any Additional Revolving Credit Commitments hereunder and/or any other Replacement Revolving Commitments in respect of any other Replacement Revolving Facility hereunder (“Refinanced Revolving Commitments”) (which for this purpose will be deemed to include any then outstanding Replacement Revolving Loans and Replacement Revolving Commitments) with replacement revolving credit commitments loans (the “Replacement Revolving Credit CommitmentsLoans”) and replacement revolving commitments (“Replacement Revolving Commitments,” and together with such Replacement Revolving Loans relating thereto, a “Replacement Revolving Facility”) hereunder which shall be Loans and Commitments hereunder; provided that (a) the aggregate principal amount of such Replacement Revolving Credit Loans and Replacement Revolving Commitments shall not exceed the aggregate principal amount of such Refinanced Revolving Credit CommitmentsLoans and Refinanced Revolving Commitments (plus the amount of accrued interest and premium thereon, any committed but undrawn amounts and underwriting discounts, fees (including upfront fees and original issue discount), commissions and expenses incurred in connection with the replacement thereof), (b) the Applicable Rate maturity date of such Replacement Revolving Loans and Replacement Revolving Commitments shall not be earlier than the latest Revolver Termination Date of such Refinanced Revolving Loans and Refinanced Revolving Commitments, (c) the interest rates, floors and margins, commitment, upfront and other fees, and borrowers with respect to such Replacement Revolving Credit Commitments (or similar interest rate spread applicable to such Loans and Replacement Revolving Credit Commitments) Commitments shall be as agreed by the Borrower borrowers party thereto and the Lenders and New Lenders providing such Replacement Revolving Loans and Replacement Revolving Commitments, including any changes or additional terms to address local law considerations in the case of any new foreign borrowers, (cd) such Replacement Revolving Credit Loans and Replacement Revolving Commitments shall rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (e) no Event of Default under Section 10.1(a) or Section 10.1(i) shall exist immediately prior to or after giving effect to the effectiveness of the relevant Replacement Revolving Facility and (df) all other terms applicable to such Replacement Revolving Credit Loans and Replacement Revolving Commitments (excluding interest rates, floors and margins, commitment, upfront and other fees, guarantees, security and maturity, subject to preceding clauses (b) through (f)) shall be substantially identical to, or less favorable to the Lenders and New Lenders providing such Replacement Revolving Credit Loans and Replacement Revolving Commitments than those applicable to such Refinanced Revolving Credit Loans and Refinanced Revolving Commitments, except to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity latest Revolver Termination Date in effect immediately prior to such refinancing refinancing; provided that, if such terms are more favorable (other than that taken as a whole) to the Lenders or New Lenders providing such Replacement Revolving Loans and Replacement Revolving Commitments, the applicable Borrowers shall have the right to unilaterally provide the existing Revolving Lenders and Lenders under any existing Additional Revolving Credit Commitments with additional rights and benefits and the “substantially similar to” or not “less favorable” requirement of this clause (f) and compliance therewith shall be determined after giving effect to such Refinanced Revolving Credit Commitmentsadditional right and benefits (it being understood and agreed that Crown Holdings may, at its option, deliver a certificate to the Administrative Agent certifying that the requirements of this clause (f) have been satisfied at least 5 Business Days prior to the incurrence of such Indebtedness, and such certification shall be conclusive evidence that such requirements have been satisfied unless the Administrative Agent provides notice to Crown Holdings of its objection during such 5 Business Day period (including a reasonable description of the basis upon which it objects)).”