Facilities Documentation definition

Facilities Documentation means definitive documentation with respect to each of the Revolving Credit Facility, the Term B Facility and the Bridge Facility, including without limitation credit agreements, security agreements, guarantees and other agreements incorporating substantially the terms and conditions outlined in this Commitment Letter and Term Sheets and otherwise reasonably satisfactory to the Commitment Parties and you.

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Facilities Documentation. The definitive financing documentation for the Facilities (the “Facilities Documentation”) shall be initially drafted by counsel for the Sponsors and contain the terms set forth in this Exhibit B (subject to the right of the Majority Lead Arrangers (as defined in the Fee Letter), as applicable, to exercise the “Market Flex Provisions” under the Fee Letter) and, to the extent any other terms are not expressly set forth in this Exhibit B, will (a) be negotiated in good faith within a reasonable time period to be determined based on the expected Closing Date in coordination with the Acquisition Agreement, and taking into account the timing of the syndication of the Initial Term Loan Facility, (b) be no less favorable to the Borrower and its subsidiaries than the Existing Credit Agreement and (c) contain only those conditions, representations, events of default and covenants set forth in this Exhibit B and such other terms (but no other conditions) as the Borrower and the Lead Arrangers shall reasonably agree; it being understood and agreed that the Facilities Documentation shall be based on, and substantially consistent with that certain Credit Agreement, dated as of June 28, 2023 (as amended, supplemented or otherwise modified through the Original Signing Date, the “Precedent Documentation”), among Quartz Intermediate, LLC, Quartz AcquireCo, LLC and JPMorgan Chase Bank, N.A., as administrative and collateral agent, and the other banks, agents, financial institutions and other parties thereto (and the related security, pledge, collateral and guarantee agreements executed and/or delivered in connection therewith and the forms of intercreditor agreements attached thereto), as modified by the terms set forth herein and subject to (i) materiality qualifications and other exceptions that give effect to and/or permit the Transactions, (ii) certain baskets, thresholds and exceptions that are to be agreed in light of the Consolidated EBITDA and leverage level of the Borrower and its subsidiaries (after giving effect to the Transactions), (iii) such other modifications to reflect the operational and strategic requirements of Holdings and its subsidiaries (after giving effect to the Transactions) in light of their size, industry (and risks and trends associated therewith), geographic locations, businesses, business practices, operations, total assets, financial accounting and the Projections, (iv) modifications to reflect changes in law or accounting standards since th...

Facilities Documentation. The Incremental Facilities and the terms set forth in this Exhibit B will be documented in an amended or amended and restated credit agreement based on and substantially consistent with the Documentation Principles (as defined in the Fee Letter).

Examples of Facilities Documentation in a sentence

• This Agreement and the other Loan Documents, and those provisions of the Commitment Letter that, by its terms, survive the termination or expiration of the Commitment Letter and/or the execution and delivery of the Facilities Documentation (as defined in the Commitment Letter), constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.

• The Borrower shall deliver a written notice to the DIP Administrative Agent electing to extend the maturity date of the DIP Facilities Documentation.

• The foregoing provisions in this paragraph shall be superseded in each case, to the extent covered thereby, by the applicable provisions contained in the Facilities Documentation upon execution thereof and thereafter shall have no further force and effect.

• Beginning with the first full fiscal year of the Issuer after the Closing Date, the Issuer will be required to make an offer to repurchase the First Lien Notes at par in an amount equal to the First Lien Noteholders’ Pro Rata Share of Excess Cash Flow (to be defined in a manner consistent with the Senior Facilities Documentation and subject to the same minimum threshold therein) of the Issuer and its restricted subsidiaries.

• Unrestricted subsidiaries will not be subject to the affirmative or negative covenant or event of default provisions of the Senior Facilities Documentation, and the results of operations and indebtedness of unrestricted subsidiaries will not be taken into account for purposes of calculating the financial ratios contained in the Senior Facilities Documentation on terms consistent with the Opco Bank Debt Documentation Principles.

More Definitions of Facilities Documentation

Facilities Documentation means the Facilities Application Form, these Facilities Terms and Conditions and the Facilities Confirmation Letter.

Facilities Documentation has the meaning set forth in Section 3.2.3. “FCC” means the U.S. Federal Communications Commission.

Facilities Documentation means (i) if the Specified Amendment is obtained prior to the Amendment Date, the Incremental Term Facilities Documentation (as defined in Annex B) and the Incremental Bridge Facility Documentation (as defined in Annex C) and (ii) if the Specified Amendment is not obtained prior to the Amendment Date, the Backstop Bank Facilities Documentation (as defined in Annex B), the Secured Bridge Facilities Documentation (as defined in Annex D) and the Unsecured Bridge Facilities Documentation (as defined in Annex E).

Facilities Documentation. The Refinancing Revolving Credit Commitments shall be established under (and incorporated into) the Term B Facility Documentation on the terms and conditions set forth herein, in Exhibit B to the Commitment Letter and the Term B Facility Documentation, with the revolving and letter of credit mechanics for a revolving credit facility to be substantially consistent with the corresponding mechanics included in the Documentation Precedent (the “Facilities Documentation”).

Facilities Documentation means definitive documentation with respect to each of the Revolving Credit Facility and the Term B Facilities, including without limitation credit agreements (such credit agreement to be entered into pursuant to the Existing Commitment Letter, the “Proposed Credit Agreement”), security agreements, guarantees and other agreements incorporating substantially the terms and conditions outlined in the Existing Commitment Letter and otherwise reasonably satisfactory to the Commitment Parties and you.

Facilities Documentation. The definitive documentation for the Credit Facilities (the “Facilities Documentation”) shall contain solely those representations and warranties, covenants, events of default and conditions expressly set forth herein and shall otherwise be consistent with this Term Sheet.

Facilities Documentation. The definitive documentation for the Credit Facilities (the “Facilities Documentation”) shall be subject to the Documentation Principles. Notwithstanding anything to the contrary in the Commitment Letter, all leases of the Borrower and its subsidiaries that would be treated as operating leases for purposes of GAAP as in effect on the date hereof shall continue to be accounted for as operating leases for purposes of the Facilities Documentation, regardless of any change to GAAP following such date that would otherwise require such leases to be treated as capital leases. Consolidated total assets and financial ratios will be calculated on a pro forma basis. The representations and warranties, covenants and events of default contained in the Facilities Documentation shall consist solely of the provisions described below, in each case, applicable to the Borrower and the Borrower’s subsidiaries.