Transitional Arrangements. Upon the effectiveness of this Agreement, this Agreement shall supersede the Existing Credit Agreement in its entirety, except as otherwise provided in this Section 14.21. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of the Closing Date, the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” (as defined in the Existing Credit Agreement) shall be subsumed within and be governed by this Agreement and the Notes. Each of the “Loans” (as defined in the Existing Credit Agreement) advanced by the Existing Lenders and outstanding under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement (other than the “Tranche A-1 Loans” under and as defined in the Existing Credit Agreement, which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated hereby) shall continue to be Loans hereunder, provided that all interest, fees and expenses owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid at the times set forth herein. As of the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and subject to the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunder.
Appears in 3 contracts
Sources: Revolving Credit and Security Agreement (Birks Group Inc.), Revolving Credit and Security Agreement (Birks Group Inc.), Revolving Credit and Security Agreement (Birks & Mayors Inc.)
Transitional Arrangements. Upon This Agreement shall, on the effectiveness of this AgreementClosing Date, this Agreement shall supersede the Existing Prior Credit Agreement in its entirety, except as otherwise expressly provided in this Section 14.2110.21. This The parties hereto agree that this Agreement constitutes an amendment is not intended by the parties to be a novation and restatement of the Existing security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement effective Agreement) continue in full force and effect, including from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of On the Closing Date, the rights and obligations of the parties under evidenced by the Existing Prior Credit Agreement and shall be evidenced by this Agreement, the “NotesWC Loans” (as defined in the Existing Prior Credit Agreement) Agreement shall be subsumed within and considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be governed by this Agreement considered Revolver Loans as defined herein and the NotesLenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Each of Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined in under the Existing Prior Credit Agreement) advanced (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by the Existing Lenders and outstanding under the Existing Credit Agreement immediately prior reference to the effectiveness applicable rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of this Agreement (other than the “Tranche A-1 Loans” under and as defined in the Existing Credit Agreement, which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated hereby) shall continue to be Loans hereunder, provided that all interest, fees and expenses owing or accruing under or in respect of the Existing Credit Agreement through whether the Closing Date shall be calculated as is the last day of the Closing Date (pro rated in the case Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any fractional periods), and shall be paid at the times set forth herein. As of Note requested by a Lender hereunder on the Closing Date, to the Existing Letters extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit shall be deemed Agreement, such Lender will promptly return to be Letters the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of Credit issued the Borrowers held by such Lender pursuant to Section 2.3 and subject to the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Prior Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderAgreement.
Appears in 3 contracts
Sources: Credit Agreement (Global Partners Lp), Credit Agreement (Global Partners Lp), Credit Agreement (Global Partners Lp)
Transitional Arrangements. Upon On the effectiveness of this AgreementClosing Date, this Agreement shall amend, restate and supersede the Existing Credit Agreement in its entirety, except as otherwise provided in this Section 14.21§19. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “NotesLoan Documents” (as defined in the Existing Credit Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be subsumed within and terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the Notesother Loans Documents. Each of the “Loans” (as defined in All references to the Existing Credit Agreement) advanced by Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the Existing provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and outstanding the Administrative Agent reserve all of their rights under the Existing Credit Agreement immediately prior to and each of the effectiveness Guarantors hereby obligates itself again in respect of this Agreement (other than the “Tranche A-1 Loans” under all present and as defined in future Obligations under, inter alia, the Existing Credit Agreement, which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated hereby) shall continue to be Loans hereunder, provided that all interest, as amended and restated by this Agreement. All interest and fees and expenses expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid at on the times set forth hereinClosing Date. As of Commencing on the Closing Date, the Existing Letters of Credit Commitment Fees and all other fees hereunder shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and subject payable by the Borrowers to the conditions Administrative Agent for the account of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderLenders in accordance with this Agreement.
Appears in 3 contracts
Sources: Revolving Credit Agreement (CAI International, Inc.), Revolving Credit Agreement (CAI International, Inc.), Revolving Credit Agreement (CAI International, Inc.)
Transitional Arrangements. Upon On the effectiveness of this AgreementRestatement Effective Date, this Agreement shall amend and restate and supersede the Existing Credit Agreement in its entirety, except as otherwise provided in this Section 14.2110.21. This Agreement constitutes an amendment and restatement of On the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of the Closing Restatement Effective Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents, the Existing Revolving Credit Loans shall continue as Revolving Credit Loans under this Agreement, the Existing Term Loans shall continue as Term Loans under this Agreement and the Existing Letters of Credit issued by the L/C Issuer for the account of the Borrower or any Guarantor prior to the Restatement Effective Date shall continue as Letters of Credit under this Agreement, and the grant of security interests and Liens in the Collateral by the Borrower and the Guarantors under the Existing Credit Agreement and the other “NotesLoan Documents” (as defined in the Existing Credit Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be subsumed within terminated, extinguished or annulled but shall hereafter continue to be in full force and effect and be governed by this Agreement and the Notesother Loan Documents. Each of All Obligations under the Existing Credit Agreement and the other “LoansLoan Documents” (as defined in the Existing Credit Agreement) advanced shall continue to be outstanding except as expressly modified by this Agreement and shall be governed in all respects by this Agreement and the Existing Lenders other Loan Documents, it being agreed and outstanding under understood that this Agreement represents a modification of, and does not constitute a novation, satisfaction, payment or reborrowing of any Obligation under, the Existing Credit Agreement immediately prior to the effectiveness of this Agreement or any other “Loan Documents” (other than the “Tranche A-1 Loans” under and as defined in the Existing Credit Agreement), which nor does it operate as a waiver of any right, power or remedy of the Administrative Agent, the L/C Issuer or any Lender under any “Loan Documents” (as defined in the Existing Credit Agreement). In the event that any payment made by any Loan Party under the Existing Credit Agreement must be disgorged or otherwise returned by any Lender thereunder, such Lender shall be re-paid in full in cash contemporaneously with entitled to the closing benefits of the transactions contemplated hereby) Existing Credit Agreement and the Loan Parties shall continue unconditionally be obligated to be Loans hereunder, provided that all repay the same along with any applicable interest and fees. All interest, fees and expenses expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Restatement Effective Date shall be calculated as of the Closing Restatement Effective Date (pro rated in the case of any fractional periods), and shall be paid at on the times set forth hereinRestatement Effective Date. As The Loan Parties acknowledge, represent and warrant that, as of the Closing Restatement Effective Date, they have no claims, defenses or offsets with respect to the Existing Credit Agreement or any of the “Loan Documents” (as defined in the Existing Credit Agreement) and that immediately prior to the effectiveness of this Agreement, the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant to Section 2.3 Agreement and subject to such other Loan Documents are valid, binding and enforceable in accordance with the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderterms thereof.
Appears in 2 contracts
Sources: Amendment No. 2 and Reaffirmation of Collateral Documents (Einstein Noah Restaurant Group Inc), Credit Agreement (Einstein Noah Restaurant Group Inc)
Transitional Arrangements. Upon This Agreement shall, on the effectiveness of this AgreementClosing Date, this Agreement shall supersede the Existing Prior Credit Agreement in its entirety, except as otherwise expressly provided in this Section 14.2110.21. This The parties hereto agree that this Agreement constitutes an amendment is not intended by the parties to be a novation and restatement of the Existing security interests and Liens granted by under the “Security Documents” (as such term is defined in the Prior Credit Agreement effective Agreement) continue in full force and effect, including from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of On the Closing Date, the rights and obligations of the parties under evidenced by the Existing Prior Credit Agreement and shall be evidenced by this Agreement, the “NotesWC Loans” (as defined in the Existing Prior Credit Agreement) Agreement shall be subsumed within and considered WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be governed by this Agreement considered Revolver Loans as defined herein and the NotesLenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Each of Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurocurrency Rate Loans” (as defined in under the Existing Prior Credit Agreement) advanced (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by the Existing Lenders and outstanding under the Existing Credit Agreement immediately prior reference to the effectiveness Eurocurrency Rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of this Agreement (other than the “Tranche A-1 Loans” under and as defined in the Existing Credit Agreement, which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated hereby) shall continue to be Loans hereunder, provided that all interest, fees and expenses owing or accruing under or in respect of the Existing Credit Agreement through whether the Closing Date shall be calculated as is the last day of the Closing Date (pro rated in the case Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any fractional periods), and shall be paid at the times set forth herein. As of Note requested by a Lender hereunder on the Closing Date, to the Existing Letters extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit shall be deemed Agreement, such Lender will promptly return to be Letters the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of Credit issued the Borrowers held by such Lender pursuant to Section 2.3 and subject to the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Prior Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderAgreement.
Appears in 2 contracts
Sources: Credit Agreement (Global Partners Lp), Credit Agreement (Global Partners Lp)
Transitional Arrangements. Upon (a) This Agreement shall, on the effectiveness of this AgreementClosing Date, this Agreement shall supersede the Existing Prior Credit Agreement in its entirety, except as otherwise expressly provided in this Section 14.2110.20. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of On the Closing Date, the rights and obligations of the parties under evidenced by the Existing Prior Credit Agreement shall be evidenced by this Agreement, and the “Notes“Revolving Loans” (and “Swing Line Loans”, each as defined in the Existing Credit Agreement) shall be subsumed within and be governed by this Agreement and the Notes. Each of the “Loans” (as defined in the Existing Credit Agreement) advanced by the Existing Lenders and outstanding under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement (other than the “Tranche A-1 Loans” under and as defined in the Existing Prior Credit Agreement, which shall be re-paid in full in cash contemporaneously with converted to Revolving Loans and Swing Line Loans, as the closing case may be, as defined herein.
(b) As soon as reasonably practicable after its receipt of its Notes hereunder on the Closing Date, the Lenders party to the Prior Credit Agreement will promptly return to the Borrower, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of the transactions contemplated herebyBorrower held by such Lenders pursuant to the Prior Credit Agreement.
(c) shall continue to be Loans hereunder, provided that all All interest, fees and expenses expenses, if any, owing or accruing under or in respect of the Existing Prior Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated prorated in the case of any fractional periods), ) and shall be paid at the times set forth herein. As of on the Closing DateDate with respect to expenses and, with respect to interest and fees, on the Existing Letters next date on which a payment of Credit shall be deemed interest or fees, as the case may be, is required to be Letters of Credit issued pursuant to Section 2.3 and subject to the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit paid hereunder, and the Borrowers hereby affirm their respective obligations thereunder.
Appears in 2 contracts
Sources: Credit Agreement (Voya PRIME RATE TRUST), Credit Agreement (Voya PRIME RATE TRUST)
Transitional Arrangements. Upon the effectiveness of this Agreement, this Agreement shall supersede the Existing Credit Agreement in its entirety, except as otherwise provided in this Section 14.21. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of (a) Effective on the Closing Date, without the rights and obligations necessity of further action by any party: (i) the parties under the Existing Credit Agreement and the “Notes” (as defined in the Existing Credit Agreement) shall be subsumed within and be governed by this Agreement and the Notes. Each outstanding principal amount of the “Loans” (as defined in the Existing Original Credit Agreement) advanced owed to the Lenders under the Original Credit Agreement shall be converted and continued as Committed Loans, as if made by the Existing Lenders pursuant to this Agreement; and (ii) each outstanding under the Existing Credit Agreement immediately prior to the effectiveness “Letter of this Agreement Credit” (other than the “Tranche A-1 Loans” under and as defined in the Existing Original Credit Agreement, which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated hereby) shall continue in full force and effect as a Letter of Credit issued under this Agreement for so long as such Letter of Credit remains outstanding or any draft thereunder has not been reimbursed, and all “L/C Advances” (as defined in the Original Credit Agreement) shall be entitled to the security and subject to the provisions set forth in this Agreement. Each Lender agrees to participate in all such Letters of Credit in accordance with the terms of this Agreement as if each such Letter of Credit were issued hereunder. Upon the Closing Date, each Lender whose Pro Rata Share of the combined Commitments of all of the Lenders has increased (as evidenced by the difference for such Lender between its Pro Rata Share reflected in the Original Credit Agreement and its Pro Rata Share reflected in this Agreement) shall pay to Administrative Agent, for distribution to the Lenders whose Pro Rata Shares of the combined Commitments of all of the Lenders has decreased pursuant to this Agreement, an amount equal to the product of the increase in such ▇▇▇▇▇▇’s Pro Rata Share (expressed as a decimal) multiplied by the aggregate outstanding principal amount of the Committed Loans on the date of determination.
(b) Except as otherwise provided in this Agreement, the Original Credit Agreement and the promissory notes issued thereunder shall be Loans hereundersuperseded by this Agreement, provided that the replacement Notes issued hereunder and the other Loan Documents and shall be of no further force or effect and such promissory notes issued under the Original Credit Agreement shall be surrendered by the Lenders under the Original Credit Agreement to Administrative Agent, marked cancelled and returned to Borrower. As of the Closing Date, (i) Guarantor shall execute and deliver a replacement Guaranty for the original Guaranty signed by Guarantor in connection with the Original Credit Agreement (in substantially the same form as such original Guaranty) and (ii) upon Administrative Agent’s receipt of such executed original Guaranty on the Closing Date, the original Guaranty shall terminate and be of no further force and effect.
(c) All interest and all interestcommitment, facility and other fees and expenses owing or accruing under or in respect of the Existing Original Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated prorated in the case of any fractional periods), and shall be paid at on such date in accordance with the times set forth herein. As method specified in the Original Credit Agreement, as if it were still in effect.
(d) All of the Closing Dateterms, conditions, provisions and covenants in the other Loan Documents shall remain unaltered and in full force and effect, except as modified by this Agreement, and are hereby ratified and confirmed. To the extent that any term or provision of this Agreement is or may be deemed expressly inconsistent with any term or provision in any other Loan Document, the Existing Letters of Credit terms and provisions hereof shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and subject to the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereundercontrol.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Essex Portfolio Lp), Revolving Credit Agreement (Essex Portfolio Lp)
Transitional Arrangements. Upon the effectiveness of this Agreement, this (a) This Agreement shall supersede the Existing Credit Original Agreement in its entirety, except as otherwise provided in this Section 14.218.25. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of On the Closing Date, the rights and obligations of the parties under the Existing Credit Agreement and Original Agreement, the “Notes” and the “Note Assumptions” and any Letters of Credit (as such terms are defined in the Existing Credit Original Agreement) shall be subsumed within and be governed by this Agreement Agreement, the Notes and the Notes. Each Note Assumptions; provided however, that any of the “Loans” (as defined in obligations and liabilities of Borrower under the Existing Credit Agreement) advanced by the Existing Lenders and Original Agreement outstanding under the Existing Credit Original Agreement immediately prior shall, for purposes of this Agreement, be obligations and liabilities hereunder. The Lenders’ interests in such obligations and liabilities shall be reallocated on the Closing Date in accordance with each Lender’s applicable Percentage.
(b) Upon its receipt of the Notes and the Note Assumptions to be delivered hereunder on the Closing Date, each Lender will promptly return to Borrower, marked “Cancelled” or “Replaced,” the notes and note assumptions of Borrower held by such Lender pursuant to the effectiveness of this Original Agreement. In the event that any Lender does not return its note or note assumption pursuant to the Original Agreement within thirty (other than 30) days after the “Tranche A-1 Loans” under and as defined in the Existing Credit AgreementClosing Date, which Borrower shall be re-paid in full in cash contemporaneously entitled to receive an affidavit from such Lender with respect to the closing of the transactions contemplated herebyunreturned note.
(c) shall continue to be Loans hereunderAll interest and all commitment, provided that all interest, facility and other fees and expenses owing due as of the Closing Date or accruing under or in respect of the Existing Credit Original Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated with the Unused Facility Fee (as defined in the case Original Agreement) and Letter of Credit Fee (as defined in the Original Agreement) prorated for any fractional periods), and shall be paid at the times set forth herein. As of on the Closing Date, Date in accordance with the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and subject to method specified in the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderOriginal Agreement as if such agreement were still in effect.
Appears in 1 contract
Sources: Credit Agreement (G Reit Inc)
Transitional Arrangements. Upon the effectiveness of this Agreement, this Agreement shall supersede the Existing Credit Agreement in its entirety, except as otherwise provided in this Section 14.21. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of (a) Effective on the Closing Date, without the rights and obligations necessity of further action by any party: (i) the parties under the Existing Credit Agreement and the “Notes” (as defined in the Existing Credit Agreement) shall be subsumed within and be governed by this Agreement and the Notes. Each outstanding principal amount of the “Loans” (as defined in the Existing Original Credit Agreement) advanced owed to the Lenders under the Original Credit Agreement shall be converted and continued as Committed Loans, as if made by the Existing Lenders pursuant to this Agreement; and (ii) each outstanding under the Existing Credit Agreement immediately prior to the effectiveness “Letter of this Agreement Credit” (other than the “Tranche A-1 Loans” under and as defined in the Existing Original Credit Agreement, which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated hereby) shall continue in full force and effect as a Letter of Credit issued under this Agreement for so long as such Letter of Credit remains outstanding or any draft thereunder has not been reimbursed, and all “L/C Advances” (as defined in the Original Credit Agreement) shall be entitled to the security and subject to the provisions set forth in this Agreement. Each Lender agrees to participate in all such Letters of Credit in accordance with the terms of this Agreement as if each such Letter of Credit were issued hereunder. Upon the Closing Date, each Lender whose Pro Rata Share of the combined Commitments of all of the Lenders has increased (as evidenced by the difference for such Lender between its Pro Rata Share reflected in the Original Credit Agreement and its Pro Rata Share reflected in this Agreement) shall pay to Administrative Agent, for distribution to the Lenders whose Pro Rata Shares of the combined Commitments of all of the Lenders has decreased pursuant to this Agreement, an amount equal to the product of the increase in such Lender’s Pro Rata Share (expressed as a decimal) multiplied by the aggregate outstanding principal amount of the Committed Loans on the date of determination.
(b) Except as otherwise provided in this Agreement, the Original Credit Agreement and the promissory notes issued thereunder shall be Loans hereundersuperseded by this Agreement, provided that the replacement Notes issued hereunder and the other Loan Documents and shall be of no further force or effect and such promissory notes issued under the Original Credit Agreement shall be surrendered by the Lenders under the Original Credit Agreement to Administrative Agent, marked cancelled and returned to Borrower. As of the Closing Date without the necessity of further action by any party, the “Payment Guaranty” executed by the “Permitted Affiliates” (as such terms are defined in the Original Credit Agreement) shall terminate and be of no further force and effect and the Permitted Affiliates shall be released from all interestobligations thereunder, whether accruing before or after the Closing Date. As of the Closing Date, (i) Guarantor shall execute and deliver a replacement Guaranty for the original Guaranty signed by Guarantor in connection with the Original Credit Agreement (in substantially the same form as such original Guaranty) and (ii) upon Administrative Agent’s receipt of such executed original Guaranty on the Closing Date, the original Guaranty shall terminate and be of no further force and effect.
(c) All interest and all commitment, facility and other fees and expenses owing or accruing under or in respect of the Existing Original Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated prorated in the case of any fractional periods), and shall be paid at on such date in accordance with the times set forth herein. As method specified in the Original Credit Agreement, as if it were still in effect.
(d) All of the Closing Dateterms, conditions, provisions and covenants in the other Loan Documents shall remain unaltered and in full force and effect, except as modified by this Agreement, and are hereby ratified and confirmed. To the extent that any term or provision of this Agreement is or may be deemed expressly inconsistent with any term or provision in any other Loan Document, the Existing Letters of Credit terms and provisions hereof shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and subject to the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereundercontrol.
Appears in 1 contract
Sources: Revolving Credit Agreement (Essex Property Trust Inc)
Transitional Arrangements. Upon On the effectiveness of this AgreementRestatement Date, this Agreement shall supersede amend the Existing Credit Original Agreement in its entirety, except as otherwise provided in this Section 14.21§19. This Agreement constitutes an amendment and restatement of On the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of the Closing Restatement Date, the rights and obligations of the parties under evidenced by the Existing Credit Original Agreement shall be evidenced by this Agreement and the other Loan Documents and the existing Letters of Credit issued by any L/C Issuer for the account of Borrower prior to the Restatement Date shall be converted into Letters of Credit under this Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Original Agreement and the other “NotesLoan Documents” (as defined in the Existing Credit Original Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be subsumed within and terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the Notesother Loan Documents. Each All references to the Original Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Without limiting the generality of the “Loans” (as defined in foregoing and to the Existing Credit Agreement) advanced by extent necessary, the Existing Lenders and outstanding the Administrative Agent reserve all of their rights under the Existing Credit Original Agreement immediately prior to and the effectiveness Guarantor hereby obligates itself again in respect of this Agreement (other than all present and future Obligations under, inter alia, the “Tranche A-1 Loans” under and as defined in the Existing Credit Original Agreement, which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated hereby) shall continue to be Loans hereunder, provided that all interest, as amended and restated by this Agreement. All interest and fees and expenses expenses, if any, owing or accruing under or in respect of the Existing Credit Original Agreement through the Closing Restatement Date shall be calculated as of the Closing Restatement Date (pro rated in the case of any fractional periods), and shall be paid at on the times set forth hereinRestatement Date. As Commencing on the Restatement Date, all fees hereunder shall be payable by the Borrower to the Administrative Agent for the account of the Closing Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and subject to the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderLenders in accordance with this Agreement.
Appears in 1 contract
Sources: Revolving Credit Agreement (CAI International, Inc.)
Transitional Arrangements. Upon This Agreement shall, on the effectiveness of this AgreementClosing Date, this Agreement shall supersede the Existing Prior Credit Agreement in its entirety, except as otherwise expressly provided in this Section 14.2110.21. This The parties hereto agree that this Agreement constitutes an amendment is not intended by the parties to be a novation and restatement of the Existing security interests and Liens granted by under the "Security Documents" (as such term is defined in the Prior Credit Agreement effective Agreement) continue in full force and effect, including from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of On the Closing Date, the rights and obligations of the parties under evidenced by the Existing Prior Credit Agreement and shall be evidenced by this Agreement, the “Notes” ("WC Loans" as defined in the Existing Prior Credit Agreement) Agreement shall be subsumed within and be governed by this Agreement and considered WC Loans as defined herein, the Notes. Each of the “"Revolver Loans” (" as defined in the Existing Credit Agreement) advanced by the Existing Lenders and outstanding under the Existing Prior Credit Agreement immediately prior to the effectiveness of this Agreement (other than the “Tranche A-1 Loans” under and shall be considered Revolver Loans as defined in herein and the Existing Credit AgreementLenders party hereto shall, which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated hereby) shall continue to be Loans hereunder, provided that all interest, fees and expenses owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid at the times set forth herein. As of on the Closing Date, make such allocations among the Existing Letters Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender's Applicable Percentage. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any "WC Loans" or "Revolver Loans" outstanding under the Prior Credit Agreement on the Closing Date which are "Eurocurrency Rate Loans" (as defined under the Prior Credit Agreement) (each, a "Converted Loan") be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by reference to the Eurocurrency Rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of whether the Closing Date is the last day of the Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any Note requested by a Lender hereunder on the Closing Date, to the extent such Lender was a party to the Prior Credit shall be deemed Agreement and had a promissory note issued to be Letters such Lender under the terms of the Prior Credit issued Agreement, such Lender will promptly return to the Borrowers, marked "Substituted" or "Cancelled", as the case may be, any promissory notes of the Borrowers held by such Lender pursuant to Section 2.3 and subject to the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Prior Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderAgreement.
Appears in 1 contract
Transitional Arrangements. Upon the effectiveness of this Agreement, this This Credit Agreement shall supersede the Existing Original DIP Credit Agreement in its entirety, except as otherwise provided in this Section 14.21ss.29. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of On the Closing Date, the rights and obligations of the parties under the Existing Original DIP Credit Agreement and the “"Notes” (as " defined in the Existing Credit Agreement) therein shall be subsumed within and be governed by this Credit Agreement and the Notes. Each ; PROVIDED however, that any of the “"Loans” " (as defined in Original DIP Credit Agreement) outstanding under the Original DIP Credit Agreement shall, for purposes of this Credit Agreement, be Loans hereunder, any "Unpaid Reimbursement Obligations" (as defined in the Existing Original DIP Credit Agreement) advanced by the Existing Lenders and outstanding under the Existing Credit Agreement immediately prior to the effectiveness shall, for purposes of this Agreement (other than the “Tranche A-1 Loans” under and as defined in the Existing Credit Agreement, which shall be re-paid in full in cash contemporaneously with the closing Letter of Credit Obligations hereunder, and any of the transactions contemplated hereby) shall continue Existing Letters of Credit shall, for purposes of this Credit Agreement, be Letters of Credit hereunder. Upon its receipt of the Notes to be Loans hereunderdelivered hereunder on the Closing Date, provided that each Lender will promptly return to the Borrowers, marked "Cancelled" or "Replaced", the notes of the Borrowers held by such Lender pursuant to the Original DIP Credit Agreement. All interest and all interestcommitment, facility and other fees and expenses owing or accruing under or in respect of the Existing Original DIP Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated prorated in the case of any fractional periods), and shall be paid at the times set forth herein. As of on the Closing DateDate in accordance with the method specified in the Original DIP Credit Agreement, as if the Existing Letters of Original DIP Credit shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and subject to the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderAgreement were still in effect.
Appears in 1 contract
Transitional Arrangements. Upon the effectiveness of this Agreement(a) Subject to subsection (e) below, this Agreement shall supersede the Existing Credit Agreement in its entirety, except as otherwise provided in this Section 14.21. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of on the Closing Date, without the rights and obligations necessity of further action by any party: (i) the parties under the Existing Credit Agreement and the “Notes” (as defined in the Existing Credit Agreement) shall be subsumed within and be governed by this Agreement and the Notes. Each outstanding principal amount of the “Loans” (as defined in the Existing Original Credit Agreement) advanced owed to the Lenders under the Original Credit Agreement shall be converted and continued as Committed Loans, as if made by the Existing Lenders pursuant to this Agreement; and (ii) each outstanding under the Existing Credit Agreement immediately prior to the effectiveness “Letter of this Agreement Credit” (other than the “Tranche A-1 Loans” under and as defined in the Existing Original Credit Agreement, which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated hereby) shall continue in full force and effect as a Letter of Credit issued under this Agreement for so long as such Letter of Credit remains outstanding or any draft thereunder has not been reimbursed, and all “L/C Advances” (as defined in the Original Credit Agreement) shall be entitled to the security and subject to the provisions set forth in this Agreement. Each Lender agrees to participate in all such Letters of Credit in accordance with the terms of this Agreement as if each such Letter of Credit were issued hereunder. Upon the Closing Date, each Lender whose Pro Rata Share of the combined Commitments of all of the Lenders has increased (as evidenced by the difference for such Lender between its Pro Rata Share reflected in the Original Credit Agreement and its Pro Rata Share reflected in this Agreement) shall pay to Administrative Agent, for distribution to the Lenders whose Pro Rata Shares of the combined Commitments of all of the Lenders has decreased pursuant to this Agreement, an amount equal to the product of the increase in such ▇▇▇▇▇▇’s Pro Rata Share (expressed as a decimal) multiplied by the aggregate outstanding principal amount of the Committed Loans on the date of determination.
(b) Except as otherwise provided in this Agreement, the Original Credit Agreement and the promissory notes issued thereunder shall be Loans hereundersuperseded by this Agreement, provided that the replacement Notes issued hereunder and the other Loan Documents and shall be of no further force or effect and such promissory notes issued under the Original Credit Agreement shall be surrendered by the Lenders under the Original Credit Agreement to Administrative Agent, marked cancelled and returned to Borrower. As of the Closing Date, (i) Guarantor shall execute and deliver a replacement Guaranty for the original Guaranty signed by Guarantor in connection with the Original Credit Agreement (in substantially the same form as such original Guaranty) and (ii) upon Administrative Agent’s receipt of such executed original Guaranty on the Closing Date, the original Guaranty shall terminate and be of no further force and effect.
(c) All interest and all interestcommitment, facility and other fees and expenses owing or accruing under or in respect of the Existing Original Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated prorated in the case of any fractional periods), and shall be paid at on such date in accordance with the times set forth herein. As method specified in the Original Credit Agreement, as if it were still in effect.
(d) All of the Closing Dateterms, conditions, provisions and covenants in the other Loan Documents shall remain unaltered and in full force and effect, except as modified by this Agreement, and are hereby ratified and confirmed. To the extent that any term or provision of this Agreement is or may be deemed expressly inconsistent with any term or provision in any other Loan Document, the Existing Letters of Credit terms and provisions hereof shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and subject control.
(e) Notwithstanding the foregoing or anything to the conditions contrary herein, the terms of Section 2.3, Section 3.2.2, the Original Credit Agreement applicable to “LIBOR Loans” (as defined in the Original Credit Agreement) shall continue in full force and effect and shall continue to apply to each other provision relating LIBOR Loan with an “Interest Period” (as defined in the Original Credit Agreement) that commenced prior to Letters the date hereof until the expiration of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderthen current Interest Period for such LIBOR Loan.
Appears in 1 contract
Transitional Arrangements. Upon (a) On the effectiveness of this AgreementClosing Date, this Agreement shall supersede the Existing Credit Agreement in its entirety, except as otherwise provided in this Section 14.219.17. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the other Loan Documents, and the Designated Letters of Credit issued by any Issuing Lender for the account of the Company prior to the Closing Date shall be converted into Letters of Credit under this Agreement. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and the Administrative Agent reserve all of their rights under the Existing Credit Agreement and the “Notes” (as defined Company hereby obligates itself again in the Existing Credit Agreement) shall be subsumed within respect of all present and be governed by this Agreement and the Notes. Each of the “Loans” (as defined in the Existing Credit Agreement) advanced by the Existing Lenders and outstanding under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement (other than the “Tranche A-1 Loans” under and as defined in future Obligations under, inter alia, the Existing Credit Agreement, which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated herebyas amended and restated by this Agreement.
(b) shall continue to be Loans hereunder, provided that all interest, All interest and fees and expenses expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid at on the times set forth hereinClosing Date. As of Commencing on the Closing Date, the Existing Letters of Credit facility fee hereunder shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and subject payable by the Company to the conditions Administrative Agent for the account of the Lenders in accordance with Section 2.32.14.
(c) For the avoidance of doubt, unless otherwise expressly provided herein, upon the Closing Date (as defined in this Agreement), any basket which permits a certain amount of a given type of transaction over the life of this Agreement (however denominated) shall be reset such that any use of such baskets on or subsequent to the Closing Date (as defined in the Existing Credit Agreement) but prior to the Closing Date (as defined in this Agreement) shall be disregarded for purposes of testing such basket; provided that nothing in this Section 3.2.2, and each other provision relating 9.17 shall be construed to Letters of prohibit any transaction occurring prior to the Closing Date (as defined in this Agreement) utilizing the corresponding baskets under the Existing Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderAgreement.
Appears in 1 contract
Sources: Credit Agreement (Kennametal Inc)
Transitional Arrangements. Upon the effectiveness of this Agreement, this Agreement shall supersede the Existing Credit Agreement in its entirety, except as otherwise provided in this Section 14.21. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of (a) On the Closing Date, without the rights and obligations necessity of any further action by any party, the outstanding principal amount of the parties under the Existing “Revolving Credit Agreement and the “NotesLoans” (as defined in the Existing Credit Agreement) shall be subsumed within converted and be governed continued as Revolving Credit Loans hereunder as if made by the Banks under and pursuant to this Agreement in accordance with their respective Commitment Percentages and the Notes. Each Banks hereunder shall make such additional Revolving Credit Loans and receive such repayments, as the case may be, if and to the extent 57 necessary to result in each Bank holding its respective Commitment Percentage of the “Loans” outstanding Revolving Credit Loans as of the date hereof.
(b) This Agreement amends and restates the Existing Credit Agreement in its entirety, and is not intended as and shall not be deemed to constitute a novation or discharge of the obligations evidenced by, or any transactions consummated under, the Existing Credit Agreement or the other Loan Documents (as defined in the Existing Credit Agreement) advanced ), all of which remain in full force and effect as amended and restated by this Agreement and the other Loan Documents. Notwithstanding the amendment and restatement of the Existing Lenders Credit Agreement by this Agreement, the Borrower shall continue to be liable to the Agent and outstanding those Banks party to the Existing Credit Agreement with respect to agreements on the part of the Borrower under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement (other than the “Tranche A-1 Loans” under and as defined in the Existing Credit Agreementpay all principal, which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated hereby) shall continue to be Loans hereunder, provided that all interest, fees and other amounts that have accrued on or before the Closing Date (and have not been paid on or before such date) and to indemnify and hold harmless the Agent and such Banks from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses owing or accruing under or to which the Agent and such Banks may be subject arising in respect of connection with the Existing Credit Agreement through and as to which the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid at the times set forth herein. As of the Closing Date, Borrower has agreed under the Existing Letters of Credit shall be deemed Agreement to be Letters of Credit issued pursuant to Section 2.3 indemnify and subject to hold harmless the conditions of Section 2.3, Section 3.2.2, Agent and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereundersuch Banks.
Appears in 1 contract
Sources: Credit Agreement (Aqua America Inc)
Transitional Arrangements. Upon On the effectiveness of this Agreement, this Agreement shall supersede Closing Date the Existing Credit Agreement in its entirety, except shall be amended and restated as otherwise provided set forth in this Section 14.21. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of the Closing Date, the rights and obligations of the parties under evidenced by the Existing Credit Agreement shall be evidenced by this Agreement and the “Notes” (other Loan Documents, the "Loans" as defined in Existing Credit Agreement shall be converted to Loans hereunder and the "Letters of Credit" as defined in the Existing Credit Agreement) Agreement shall be subsumed within and be governed by this Agreement and the Notes. Each converted to Letters of the “Loans” (as defined in the Existing Credit Agreement) advanced by the Existing Lenders and outstanding under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement (other than the “Tranche A-1 Loans” under and as defined in the Existing Credit Agreement, which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated hereby) shall continue to be Loans hereunder, provided that all without constituting a novation or discharge thereof. All interest, fees and expenses expenses, if any, owing or accruing accrued under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro pro-rated in the case of any fractional periods), and shall be paid at the times set forth herein. As of on the Closing Date, . The Existing Banks agree to the collateral release of the "Vanuatu Vessel Mortgage," the "Parent Pledge Agreements," the "Dutch Guaranty," the "Dutch Pledge Agreement," the "Marine Assets Guaranty" and the "Marine Operators Guaranty," as those terms are defined in the Existing Letters Credit Agreement. The Existing Banks also agree to the partial release of Credit shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and certain Vessels subject to the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of "US Vessel Mortgage," as such term is defined in the Existing Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderAgreement.
Appears in 1 contract
Sources: Revolving Credit Agreement (Trico Marine Services Inc)
Transitional Arrangements. Upon (a) On the Effective Date, replacement Letters of Credit issued by the Issuing Bank under this Agreement shall be substituted for the Existing Letters of Credit issued by PNC under the Existing Credit Agreement, the effectiveness of which replacement Letters of Credit shall be conditioned on the surrender to PNC for cancellation of the corresponding Existing Letter of Credit. By execution of this Agreement, this Agreement the Applicant and each Co-Applicant, as applicable, requests the Issuing Bank to issue such replacement Letters of Credit in substantially the same form as the Existing Letters of Credit they are to replace. The Applicant agrees to use its best efforts to cause each beneficiary of an Existing Letter of Credit to promptly surrender such Existing Letter of Credit in exchange for the corresponding replacement Letter of Credit.
(b) Each Letter of Credit substituted for an Existing Letter of Credit pursuant to Section 3.3(a) hereof shall supersede the such Existing Letter of Credit Agreement in its entirety, shall be deemed to be made under this Agreement and shall be governed by this Agreement and the other Credit Documents.
(c) As of the Effective Date, except as otherwise provided in this Section 14.21. This Agreement constitutes an amendment and restatement of Agreement, the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of the Closing Date, the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” (as defined in the Existing Credit Agreement) shall be subsumed within and be governed superseded by this Agreement and the NotesCredit Documents and shall be of no further force and effect.
(d) Until such time as an Existing Letter of Credit is surrendered to PNC for cancellation, such Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder, and PNC shall be entitled to the rights and benefits of the Issuing Bank hereunder in respect of such Existing Letter of Credit for purposes of the obligations (i) of the Applicant and Co-Applicant, as the case may be, to reimburse PNC for any payments of drafts under such Existing Letter of Credit as provided in Sections 2.1(c) and 2.3 hereof and to indemnify PNC as provided in Section 10.10, and (ii) of each Bank, as defined herein, to participate in and to make available for PNC’s account such Bank’s Commitment Percentage of the amount of any unreimbursed draft on such Existing Letter of Credit as provided in Section 2.2 hereof. Each Existing Letter of Credit shall be entitled to the benefits of the “Loans” (security otherwise provided under Section 2.14 for the Letter of Credit issued hereunder in replacement for such Existing Letter of Credit for so long as defined it remains outstanding or any draft thereunder has not been fully reimbursed. In no event shall the maturity date of any Existing Letter of Credit be extended by PNC and as to any Existing Letter of Credit pursuant to the terms of which the Stated Expiration Date would be automatically extended, unless the beneficiary thereof is notified in advance of the Existing Credit Agreement) advanced by then scheduled expiration date that such scheduled expiration date will not be extended, PNC shall give such a notice of non-extension to the Existing Lenders and outstanding under beneficiary at the Existing Credit Agreement immediately earliest permitted opportunity following the Effective Date if such a notice has not been given prior to the effectiveness of this Agreement Effective Date.
(other than the “Tranche A-1 Loans” under and as defined in the Existing Credit Agreement, which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated herebye) shall continue to be Loans hereunder, provided that all All interest, commissions and all commitment and other fees and expenses owing or accruing accrued under or in respect of the Existing Credit Agreement through and the Closing Date Existing Letters of Credit not replaced hereunder, shall be calculated as of the Closing Effective Date (pro rated prorated in the case of any fractional periods), and shall be paid at on such date in accordance with the times set forth herein. As of the Closing Date, method specified in the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and subject to the conditions of Section 2.3Agreement, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderas if it were still in effect.
Appears in 1 contract
Transitional Arrangements. Upon (a) On the effectiveness of this AgreementFirst Amendment Effective Date, this Agreement shall supersede (i) the credit facilities described in the Existing Credit Agreement shall be amended, supplemented and modified in its entiretytheir entirety by the facilities described in the Amended Credit Agreement, except as otherwise provided in this Section 14.21. This Agreement constitutes an amendment and restatement all loans and other obligations of the Existing Credit Agreement effective from and after Borrowers outstanding as of the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties First Amendment Effective Date under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of the Closing Date, the rights shall be deemed to be loans and obligations of the parties outstanding under the Existing corresponding facilities described in the Amended Credit Agreement and Agreement, without any further action by any Person; provided, however, that any Loans bearing interest under the “Notes” LIBOR Rate Option (as defined in the Existing Credit Agreement) outstanding immediately before giving effect to this Amendment shall be subsumed within continue to bear interest after the First Amendment Effective Date at the applicable rate under the LIBOR Rate Option for the Interest Period (as defined in the Existing Credit Agreement) in effect for such outstanding Loan immediately before giving effect to this Amendment (and at the end of the applicable Interest Period for any such outstanding Loan, the Borrowers shall either (x) convert such Loan to bear interest under the Base Rate Option or the Term SOFR Rate Option in accordance with the terms of the Amended Credit Agreement or (y) repay such Loan in full in accordance with the terms of the Amended Credit Agreement), (ii) all “Letters of Credit” issued (or deemed issued) under the Existing Credit Agreement which remain outstanding on the First Amendment Effective Date shall continue as Letters of Credit under (and shall be governed by this the terms of) the Amended Credit Agreement and (iii) all obligations constituting “Obligations” under and as defined in the Existing Credit Agreement or any other Loan Document owing to any Lender which are outstanding on the First Amendment Effective Date and are not being paid on such date shall continue as Obligations under the Amended Credit Agreement and the Notesother Loan Documents. Each For the avoidance of doubt, any Loans first borrowed on the First Amendment Effective Date shall bear interest under the Base Rate Option or the Term SOFR Rate Option (each as defined in the Amended Credit Agreement) in accordance with the Amended Credit Agreement.
(b) On the First Amendment Effective Date, 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 Existing Credit Agreement as are necessary in order that such ▇▇▇▇▇▇’s pro rata share of the outstanding Loans under the Amended Credit Agreement reflect such ▇▇▇▇▇▇’s pro rata share of the outstanding aggregate Loans on the First Amendment Effective Date based on its Ratable Share after giving effect to this Amendment, provided that each of the Lenders agrees to waive any right to compensation under Section 5.10 in connection with the reallocation and transactions described above. On the First Amendment Effective Date (i) each Lender shall be deemed to have purchased a participation in each outstanding Letter of Credit in accordance with its Ratable Share after giving effect to this Amendment, (ii) to the DMFIRM #404876630 v5 2 extent necessary, each Lender shall fund Revolving Credit Loans (or receive payment of its “Revolving Credit Loans”, as defined in the Existing Credit Agreement) such that the Revolving Credit Loans of each of the Lenders on the First Amendment Effective Date after giving effect to this Amendment are equal to its Ratable Share of the Revolving Credit Loans of all of the Lenders outstanding on the First Amendment Effective Date after giving effect to this Amendment and (iii) the Borrowers shall prepay the “Loans” (as defined in the Existing Credit Agreement) advanced by ), to the extent necessary, so that the Revolving Credit Exposure on the First Amendment Effective Date after giving effect to this Amendment shall not exceed the aggregate Revolving Credit Commitments of the Lenders after giving effect to this Amendment. The requirements under Section 11.8 of the Existing Lenders Credit Agreement and outstanding requirements in respect of minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in the Amended Credit Agreement shall not apply to the transactions effected pursuant to this Section 3.
(c) As described in more detail in Section 11 hereof, it is the express intent of the parties hereto that the Amended Credit Agreement is entered into not in substitution for, and not in payment of, the obligations of the Borrowers under the Existing Credit Agreement immediately prior and is in no way intended to the effectiveness constitute a novation of this Agreement (other than the “Tranche A-1 Loans” under and as defined in the Existing Credit Agreement, which shall be re-paid in full in cash contemporaneously with the closing any of the transactions contemplated hereby) shall continue to be Loans hereunder, provided that all interest, fees and expenses owing or accruing under or in respect of Borrowers’ indebtedness which was evidenced by the Existing Credit Agreement through the Closing Date shall be calculated as or any of the Closing Date other Loan Documents.
(pro rated in d) On the case of any fractional periods), and shall be paid at the times set forth herein. As of the Closing First Amendment Effective Date, the Existing Letters of Administrative Agent will record the changes in the Revolving Credit shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and subject to Commitments in the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderRegister.
Appears in 1 contract
Transitional Arrangements. Upon This Agreement shall, on and as of the effectiveness Closing Date, supersede that certain Loan and Security Agreement dated as of this April 24, 1998 among Mothers Work, Inc., Cave Springs, Inc., and certain other entities from time to time party thereto as borrowers, and Fleet Retail Group, Inc., as assignee of Fleet Capital Corporation, as lender (the “First Agreement”), this Agreement shall supersede the Existing Credit Agreement in its entirety, except as otherwise provided in this Section 14.2114.25. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of On the Closing Date, the rights and obligations of the parties under the Existing Credit First Agreement and the “Notes” (as defined in the Existing Credit Agreement) shall be subsumed within and be governed by this Agreement and the Notes. Each , provided, however,
(a) that each of the ““ Loans” (as defined in the Existing Credit First Agreement) advanced by the Existing Lenders and outstanding under the Existing Credit First Agreement immediately prior to on the effectiveness of this Agreement (other than the “Tranche A-1 Loans” under and as defined in the Existing Credit Agreement, which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated hereby) Closing Date shall continue to bear interest up to the Closing Date at the rate at which they bear interest under the First Agreement and, on and after the Closing Date, all of such Loans under the First Agreement shall be converted to Revolving Credit Loans hereunder and shall bear interest at the rates set forth hereunder;
(b) that any Letter of Credit outstanding under the First Agreement on the Closing Date shall for the purposes of this Agreement, provided together with the Special Purpose Credit, be a L/C hereunder;
(c) that each and every other Loan Document under the First Agreement shall, unless explicitly restated, substituted or replaced in connection herewith, continue in full force and effect and that any and all interestreferences therein to the First Agreement shall be deemed to constitute references to this Agreement; and
(d) all fees, letter of credit fees and other fees and expenses owing or accruing under or in respect of the Existing Credit First Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated prorated in the case of any fractional periods), and shall be paid at in accordance with the times set forth herein. As of method and on the Closing Datedates, specified in the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and subject to First Agreement, as if the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderRestated Agreement were still in effect.
Appears in 1 contract
Transitional Arrangements. Upon This Agreement shall, on the effectiveness of this AgreementClosing Date, this Agreement shall supersede the Existing Prior Credit Agreement in its entirety, except as otherwise expressly provided in this Section 14.2110.21. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of On the Closing Date, the rights and obligations of the parties under evidenced by the Existing Prior Credit Agreement and shall be evidenced by this Agreement, the “NotesWC Revolver Loans” (as defined in the Existing Prior Credit Agreement) Agreement shall be subsumed within and converted to WC Loans as defined herein, the “Revolver Loans” as defined in the Prior Credit Agreement shall be governed by this Agreement converted to Revolver Loans as defined herein and the NotesLenders party hereto shall, on the Closing Date, make such allocations among the Lenders as is necessary so that any outstanding Loans are held by the Lenders in accordance with each such Lender’s Applicable Percentage. Each of Notwithstanding anything to the contrary contained herein, it is understood and agreed that the Borrowers, in coordination with the Administrative Agent, shall elect, on or prior to the Closing Date, that any “WC Revolver Loans” or “Revolver Loans” outstanding under the Prior Credit Agreement on the Closing Date which are “Eurodollar Rate Loans” (as defined in under the Existing Prior Credit Agreement) advanced (each, a “Converted Loan”) be converted to WC Loans and Revolver Loans, as applicable, hereunder bearing interest by the Existing Lenders and outstanding under the Existing Credit Agreement immediately prior reference to the effectiveness Eurocurrency Rate having an Interest Period that is the same as the Interest Period relating to the Converted Loans that are converted into the WC Loans and Revolver Loans, as applicable, regardless of this Agreement (other than the “Tranche A-1 Loans” under and as defined in the Existing Credit Agreement, which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated hereby) shall continue to be Loans hereunder, provided that all interest, fees and expenses owing or accruing under or in respect of the Existing Credit Agreement through whether the Closing Date shall be calculated as is the last day of the Closing Date (pro rated in the case Interest Period relating to such Converted Loans. As soon as reasonably practicable after its receipt of any fractional periods), and shall be paid at the times set forth herein. As of Note requested by a Lender hereunder on the Closing Date, to the Existing Letters extent such Lender was a party to the Prior Credit Agreement and had a promissory note issued to such Lender under the terms of the Prior Credit shall be deemed Agreement, such Lender will promptly return to be Letters the Borrowers, marked “Substituted” or “Cancelled”, as the case may be, any promissory notes of Credit issued the Borrowers held by such Lender pursuant to Section 2.3 and subject to the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Prior Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderAgreement.
Appears in 1 contract
Transitional Arrangements. Upon This Agreement shall, on and as of the effectiveness of this Closing Date, supersede the Second Agreement, this Agreement shall supersede the Existing Credit Agreement in its entirety, except as otherwise provided in this Section 14.2114.25. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of On the Closing Date, the rights and obligations of the parties under the Existing Credit First Agreement and the “Notes” (as defined in the Existing Credit Agreement) shall be subsumed within and be governed by this Agreement and the Notes. Each Agreement, provided, however,
(a) that each of the “Revolving Credit Loans” (as defined in the Existing Credit Second Agreement) advanced by the Existing Lenders and outstanding under the Existing Credit Second Agreement immediately prior to on the effectiveness of this Agreement (other than the “Tranche A-1 Loans” under and as defined in the Existing Credit Agreement, which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated hereby) Closing Date shall continue to bear interest up to the Closing Date at the rate at which they bear interest under the Second Agreement and, on and after the Closing Date, all of such Loans under the Second Agreement shall be converted to Revolving Credit Loans hereunder and shall bear interest at the rates set forth hereunder;
(b) that any letter of credit or L/C outstanding under the Second Agreement on the Closing Date shall for the purposes of this Agreement, provided together with the Special Purpose Credit, be a L/C hereunder;
(c) that each and every other Loan Document under the Second Agreement shall, unless explicitly restated, substituted or replaced in connection herewith, continue in full force and effect and that any and all interestreferences therein to the Second Agreement shall be deemed to constitute references to this Agreement; and
(d) all fees, letter of credit fees and other fees and expenses owing or accruing under or in respect of the Existing Credit Second Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated prorated in the case of any fractional periods), and shall be paid at in accordance with the times set forth herein. As of method and on the Closing Datedates, specified in the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and subject to Second Agreement, as if the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderSecond Agreement were still in effect.
Appears in 1 contract
Transitional Arrangements. Upon On the effectiveness of this AgreementClosing Date, this Credit Agreement shall amend, restate and supersede the Existing Credit Agreement in its entirety, except as otherwise provided in this Section 14.21§19. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of On the Closing Date, the rights and obligations of the parties evidenced by the Existing Credit Agreement shall be evidenced by this Credit Agreement and the other Loan Documents and the Existing Letters of Credit issued by any L/C Issuer for the account of CAI prior to the Closing Date shall be converted into Letters of Credit under this Credit Agreement and the grant of security interest in the Collateral by the relevant Loan Parties under the Existing Credit Agreement and the other “NotesLoan Documents” (as defined in the Existing Credit Agreement) shall continue under this Agreement and the other Loan Documents, and shall not in any event be subsumed within and terminated, extinguished or annulled but shall hereafter be governed by this Credit Agreement and the Notesother Loans Documents. Each of the “Loans” (as defined in All references to the Existing Credit Agreement) advanced by Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Credit Agreement and the Existing provisions hereof. Without limiting the generality of the foregoing and to the extent necessary, the Lenders and outstanding the Administrative Agent reserve all of their rights under the Existing Credit Agreement immediately prior to and each of the effectiveness Guarantors hereby obligates itself again in respect of this Agreement (other than the “Tranche A-1 Loans” under all present and as defined in future Obligations under, inter alia, the Existing Credit Agreement, which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated hereby) shall continue to be Loans hereunder, provided that all interest, as amended and restated by this Credit Agreement. All interest and fees and expenses expenses, if any, owing or accruing under or in respect of the Existing Credit Agreement through the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid at on the times set forth hereinClosing Date. As of Commencing on the Closing Date, the Existing Letters of Credit Commitment Fees and all other fees hereunder shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and subject payable by the Borrowers to the conditions Administrative Agent for the account of Section 2.3, Section 3.2.2, and each other provision relating to Letters of the Lenders in accordance with this Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderAgreement.
Appears in 1 contract
Sources: Revolving Credit Agreement (CAI International, Inc.)
Transitional Arrangements. Upon the effectiveness of this Agreement, this Agreement shall supersede the Existing Credit Loan Agreement in its entirety, except as otherwise provided in this Section 14.21. This Agreement constitutes an amendment and restatement of the Existing Credit Loan Agreement effective from and after the Closing Second Amendment Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents Lenders or the any other Secured Parties Party under the Existing Credit Loan Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Loan Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of the Closing Second Amendment Effective Date, the rights and obligations of the parties under the Existing Credit Loan Agreement and the “Notes” (as defined in the Existing Credit Loan Agreement) shall be subsumed within and be governed by this Agreement and the Notes. Each of the The “LoansTerm Loan” (as defined in the Existing Credit Loan Agreement) advanced by the “Lenders” (as defined in the Existing Lenders Loan Agreement) and outstanding under the Existing Credit Loan Agreement immediately prior to the effectiveness of this Agreement (other than the “Tranche A-1 Loans” under and as defined in the Existing Credit Agreement, which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated hereby) shall continue to be Loans a portion of the Term Loan advanced by the Lenders hereunder, provided that all interest, fees and expenses owing or accruing under or in respect of the Existing Credit Loan Agreement through the Closing Second Amendment Effective Date shall be calculated as of the Closing Second Amendment Effective Date (pro rated in the case of any fractional periods), and shall be paid at on the times set forth herein. As of the Closing Second Amendment Effective Date, the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and subject to the conditions of Section 2.3, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunder.
Appears in 1 contract
Sources: Term Loan and Security Agreement (Birks & Mayors Inc.)
Transitional Arrangements. Upon the effectiveness of this Agreement, this Agreement shall supersede the Existing Credit Agreement in its entirety, except as otherwise provided in this Section 14.21. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of (a) On the Closing Date, without the rights and obligations necessity of any further action by any party, the outstanding principal amount of the parties under the Existing “Revolving Credit Agreement and the “NotesLoans” (as defined in the Existing Credit Agreement) shall be subsumed within converted and be governed continued as Revolving Credit Loans hereunder as if made by the Banks under and pursuant to this Agreement in accordance with their respective Commitment Percentages and the Notes. Each Banks hereunder shall make such additional Revolving Credit Loans and receive such repayments, as the case may be, if and to the extent necessary to result in each Bank holding its respective Commitment Percentage of the “Loans” outstanding Revolving Credit Loans as of the date hereof.
(b) This Agreement amends and restates the Existing Credit Agreement in its entirety, and is not intended as and shall not be deemed to constitute a novation or discharge of the obligations evidenced by, or any transactions consummated under, the Existing Credit Agreement or the other Loan Documents (as defined in the Existing Credit Agreement) advanced ), all of which remain in full force and effect as amended and restated by this Agreement and the other Loan Documents. Notwithstanding the amendment and restatement of the Existing Lenders Credit Agreement by this Agreement, the Borrower shall continue to be liable to the Agent and outstanding those Banks party to the Existing Credit Agreement with respect to agreements on the part of the Borrower under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement (other than the “Tranche A-1 Loans” under and as defined in the Existing Credit Agreementpay all principal, which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated hereby) shall continue to be Loans hereunder, provided that all interest, fees and other amounts that have accrued on or before the Closing Date (and have not been paid on or before such date) and to indemnify and hold harmless the Agent and such Banks from and against all claims, demands, liabilities, damages, losses, costs, charges and expenses owing or accruing under or to which the Agent and such Banks may be subject arising in respect of connection with the Existing Credit Agreement through and as to which the Closing Date shall be calculated as of the Closing Date (pro rated in the case of any fractional periods), and shall be paid at the times set forth herein. As of the Closing Date, Borrower has agreed under the Existing Letters of Credit shall be deemed Agreement to be Letters of Credit issued pursuant to Section 2.3 indemnify and subject to hold harmless the conditions of Section 2.3, Section 3.2.2, Agent and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereundersuch Banks.
Appears in 1 contract
Sources: Credit Agreement (Aqua America Inc)
Transitional Arrangements. Upon (a) On the Restatement Effective Date, replacement Letters of Credit issued by the Issuing Bank under this Agreement shall be substituted for the Existing Letters of Credit issued by BNY under the Existing Credit Agreement, the effectiveness of which replacement Letters of Credit shall be conditioned on the surrender to BNY for cancellation of the corresponding Existing Letter of Credit. By execution of this Agreement, this Agreement the Applicant and each Co-Applicant, as applicable, requests the Issuing Bank to issue such replacement Letters of Credit in substantially the same form as the Existing Letters of Credit they are to replace. The Applicant agrees to use its best efforts to cause each beneficiary of an Existing Letter of Credit to promptly surrender such Existing Letter of Credit in exchange for the corresponding replacement Letter of Credit.
(b) Each Letter of Credit substituted for an Existing Letter of Credit pursuant to Section 3.3(a) hereof shall supersede the such Existing Letter of Credit Agreement in its entirety, shall be deemed to be made under this Agreement and shall be governed by this Agreement and the other Credit Documents.
(c) As of the Restatement Effective Date, except as otherwise provided in this Section 14.21. This Agreement constitutes an amendment and restatement of Agreement, the Existing Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders, the Issuing Banks, the Agents or the other Secured Parties under the Existing Credit Agreement or evidence repayment of any such indebtedness or other obligations. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and re-evidence the obligations of the Loan Parties outstanding thereunder, secured by the Security Documents and guaranteed by the Guaranty. As of the Closing Date, the rights and obligations of the parties under the Existing Credit Agreement and the “Notes” (as defined in the Existing Credit Agreement) shall be subsumed within and be governed superseded by this Agreement and the NotesCredit Documents and shall be of no further force and effect.
(d) Until such time as an Existing Letter of Credit is surrendered to BNY for cancellation, such Existing Letter of Credit shall be deemed to be a Letter of Credit issued hereunder, and BNY shall be entitled to the rights and benefits of the Issuing Bank hereunder in respect of such Existing Letter of Credit for purposes of the obligations (i) of the Applicant and Co-Applicant, as the case may be, to reimburse BNY for any payments of drafts under such Existing Letter of Credit as provided in Sections 2.1(c) and 2.3 hereof and to indemnify BNY as provided in Section 10.10, and (ii) of each Bank, as defined herein, to participate in and to make available for BNY’s account such Bank’s Commitment Percentage of the amount of any unreimbursed draft on such Existing Letter of Credit as provided in Section 2.2 hereof. Each Existing Letter of Credit shall be entitled to the benefits of the “Loans” (security otherwise provided under Section 2.14 for the Letter of Credit issued hereunder in replacement for such Existing Letter of Credit for so long as defined it remains outstanding or any draft thereunder has not been fully reimbursed. In no event shall the maturity date of any Existing Letter of Credit be extended by BNY and as to any Existing Letter of Credit pursuant to the terms of which the Stated Expiration Date would be automatically extended, unless the beneficiary thereof is notified in advance of the Existing Credit Agreement) advanced by then scheduled expiration date that such scheduled expiration date will not be extended, BNY shall give such a notice of non-extension to the Existing Lenders and outstanding under beneficiary at the Existing Credit Agreement immediately earliest permitted opportunity following the Restatement Effective Date if such a notice has not been given prior to the effectiveness of this Agreement Restatement Effective Date.
(other than the “Tranche A-1 Loans” under and as defined in the Existing Credit Agreement, which shall be re-paid in full in cash contemporaneously with the closing of the transactions contemplated herebye) shall continue to be Loans hereunder, provided that all All interest, commissions and all commitment and other fees and expenses owing or accruing accrued under or in respect of the Existing Credit Agreement through and the Closing Date Existing Letters of Credit not replaced hereunder, shall be calculated as of the Closing Restatement Effective Date (pro rated prorated in the case of any fractional periods), and shall be paid at on such date in accordance with the times set forth herein. As of the Closing Date, method specified in the Existing Letters of Credit shall be deemed to be Letters of Credit issued pursuant to Section 2.3 and subject to the conditions of Section 2.3Agreement, Section 3.2.2, and each other provision relating to Letters of Credit hereunder, and the Borrowers hereby affirm their respective obligations thereunderas if it were still in effect.
Appears in 1 contract