Documentation Principles definition
Documentation Principles. The Operative Documents shall contain representations, warranties, covenants and events of default based on and substantially similar to the Existing Credit Agreement (as defined below), and shall contain only the representations, warranties, covenants and events of default set forth below; provided, that the maximum indebtedness to capitalization ratio shall be as described on Annex A hereto.For purposes hereof, including the Commitment Letter and all attachments thereto, the term “substantially similar to the Existing Credit Agreement” and words of similar import means substantially the same as the Amended and Restated Credit Agreement dated as of August 11, 2015 among the Borrower, certain financial institutions and Bank of America, N.A., as administrative agent (as in effect on the date hereof, the “Existing Credit Agreement”), with modifications (a) as are necessary to reflect the terms specifically set forth in the Commitment Letter (including the exhibits thereto) (including the nature of the credit facility as a bridge facility) and the Fee Letter, (b) to reflect the operational or administrative requirements of the Administrative Agent as reasonably agreed by the Borrower, to the extent such requirements have been generally required by the Administrative Agent in documenting other credit facilities similar to the Bridge Facility and (c) to accommodate the structure of the Acquisition.The Operative Documents (a) will be drafted by counsel to the Lead Arranger, (b) will be negotiated, as promptly as reasonably practicable, in good faith by the Borrower and the Commitment Party, giving effect to the Limited Conditionality Provisions, (c) will be substantially similar to the Existing Credit Agreement.The foregoing provisions shall be referred to as the “Documentation Principles.”
Documentation Principles means the provisions of the Term Sheets under the heading “Documentation Principles”.
Documentation Principles means documentation and definitions, as applicable, that are substantially identical to the Existing Nexstar Credit Agreement, in the case of the Nexstar Credit Facilities, the Existing Mission Credit Agreement, in the case of the Mission Credit Facilities, and the Existing ▇▇▇▇▇▇▇▇ Credit Agreement, in the case of the ▇▇▇▇▇▇▇▇ Credit Facilities and the Shield Credit Facilities, provided that, the Existing Mission Credit Agreement, the Existing ▇▇▇▇▇▇▇▇ Credit Agreement and the credit agreement for the Shield Credit Facilities will be in substantially the same form and documented under one form of credit agreement with separate tranches available for each applicable Borrower (collectively, the “Documentation Precedent”) and the related guarantee agreements and security agreements executed and/or delivered in connection with the Documentation Precedent, as modified to (i) reflect this Senior Term Sheet and contain only those conditions to borrowing, mandatory prepayments, representations, warranties, affirmative and negative covenants and events of default expressly set forth in this Senior Term Sheet and otherwise be subject to the Certain Funds Provisions and in a form that will not impair the availability of the Senior Secured Credit Facilities on the Closing Date, (ii) conform accounting definitions, including “Consolidated Net Income” and “Consolidated EBITDA” to the Precedent Indenture, except as specifically set forth herein, (iii) give due regard to operational and strategic requirements of the Borrowers and their subsidiaries (after giving effect to the Transactions) in light of their size, industries, practices, the Borrowers’ business plan and matters disclosed in the Acquisition Agreement (including any Company specific provisions contained in the Existing Company Credit Agreements), (iv) permit the incurrence of agreed-to indebtedness and liens set forth in the Commitment Letter and the Fee Letter (including pursuant to any “market flex” or “securities demand” provisions therein) and refinancing thereof, (v) include administrative and operational requirements of the Senior Administrative Agent and (vi) cure mistakes or defects. Counsel for the Borrowers shall prepare the initial drafts of the Senior Secured Credit Facilities Documentation consistent with the Documentation Principles.
Examples of Documentation Principles in a sentence
Covenants and Additional Terms Same as Annex A-1, mutatis mutandis, subject in all respects to the Documentation Principles.
More Definitions of Documentation Principles
Documentation Principles. The Bank Loan Documents shall contain the terms set forth in this Exhibit B and, to the extent any other terms are not expressly set forth in this Exhibit B, will be negotiated in good faith and shall contain such other terms as US Borrower and the Bank Lead Arrangers shall reasonably agree; it being understood and agreed that the Bank Loan Documents shall be usual and customary for financings of this kind and size, as agreed by the Bank Lead Arrangers and US Borrower, as modified as appropriate in light of the operational requirements of US Borrower and its subsidiaries in light of their size, industry, businesses, leverage, ratings and business practices, and with baskets and exceptions commensurate with the increased size of US Borrower after giving effect to the Transactions (the “Documentation Principles”).
Documentation Principles. The definitive documentation for the Bridge Loans will contain only those conditions to borrowing, representations, warranties, covenants and events of default expressly set forth in this Exhibit C and other provisions that are usual for facilities and transactions of this type (including as to operational requirements of the Borrowers and the Acquired Business and its subsidiaries in light of their industries, businesses and business practices) (the “Bridge Documentation Principles”). The documentation for the Bridge Loans will include, among others, a credit agreement (the “Bridge Loan Agreement”), guarantees and other appropriate documents (collectively, the “Bridge Loan Documents”) and in any event shall be no more restrictive to the US Borrower and its subsidiaries than the Bank Loan Documents.
Documentation Principles. The definitive documentation with respect to the DIP Facility (the “DIP Documents”) will contain mandatory prepayments, representations, warranties, conditions to borrowing, affirmative, negative and financial covenants and events of default set forth or referred to below in this DIP Term Sheet, in each case applicable to the Borrowers and their subsidiaries with materiality thresholds, qualifications, exceptions, “baskets” and grace and cure periods to be mutually agreed and will be based on the Prepetition ABL Credit Agreement with changes and modifications to be mutually agreed (u) to account for operational requirements of the DIP Agent, (v) that reflect the terms of this DIP Term Sheet, (w) to reflect changes in law or accounting standards and requirements of local law or to cure mistakes or defects, (x) as are reasonably necessary to take into account events leading up to, resulting from and in connection with the Chapter 11 Cases and the filing thereof, (y) not otherwise described in this paragraph which are customary for senior secured super-priority debtor-in-possession financings, and (z) to establish limits around the DIP Loan Parties’ covenants as appropriate in debtor-in-possession financings, including but not limited to those changes outlined under “Affirmative Covenants” and “Negative Covenants” below (collectively, the “DIP Documentation Principles”). All orders in the Chapter 11 Cases (a) approving or authorizing the DIP Facility or (b) approving the use of the Debtors’ cash management system, in each case, shall be in form and substance acceptable to the DIP Agent and all motions related thereto shall be in form and substance reasonably acceptable to the DIP Agent.
Documentation Principles. The 2L Exit Facility is to be documented by a new second lien senior secured term loan credit agreement based on and substantially consistent with the Prepetition Term Loan Credit Agreement (without giving regard to Amendment No. 3 thereto) with modifications to reflect the terms and provisions set forth in this Term Sheet and applicable changes consistent with the 1L Exit Facility Documents (collectively, the “2L Exit Facility Documentation Principles”).
Documentation Principles means that the DIP Term Loan Facility will be documented in a credit agreement (the “DIP Term Loan Credit Agreement”) and other guarantee, security, intercreditor, and other relevant documentation (the “DIP Term Loan Documents”) and through the terms of the DIP Orders reflecting the terms and provisions set forth in this Term Sheet and otherwise in form and substance reasonably satisfactory to the Required DIP Commitment Parties and the Company; provided that such DIP Term Loan Documents shall be drafted based on the Prepetition Term Loan Credit Agreement and the related collateral documents (including customary provisions regarding yank-a-bank, defaulting lenders, and other customary provisions), in each case modified to reflect the terms and conditions set forth in this Term Sheet, customary agency matters for third party agents, and customary terms for debtor in possession financings of this type.
Documentation Principles means consistent with market terms for
Documentation Principles means that the DIP Term Loan Facility will be documented in this DIP Term Sheet and, upon the execution thereof, a credit agreement (the “DIP Credit Agreement”) and other guarantee, security, intercreditor and other relevant documentation (collectively, the “DIP Term Loan Facility Documents”) and through the terms of the DIP Orders reflecting the terms and provisions set forth in this DIP Term Sheet and otherwise in form and substance satisfactory to the DIP Term Loan Agent, the Required Consenting Lenders, the Fronting Lender and the Debtors; provided, that such DIP Term Loan Facility Documents shall be drafted substantially in the form of the Term Loan Credit Agreement and the related collateral documents, in each case modified to reflect the express terms and conditions set forth in this DIP Term Sheet or customary for debtor in possession financings of this type which are agreed to by the parties thereto.