PRELIMINARY STATEMENTS. Pursuant to that certain Agreement and Plan of Merger, dated as of January 27, 2016 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Agreement”), by and among Nexstar Broadcasting Group, Inc., a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary of Nexstar Borrower (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media General”), the Nexstar Borrower will acquire (the “Acquisition”) Media General by causing Merger Sub to merge with and into Media General with Media General being the surviving corporation, on the terms and subject to the conditions set forth in the Merger Agreement. The Nexstar Borrower and the VIE Borrowers have requested the applicable lenders to extend credit to the applicable borrowers under various revolving credit facilities (including sub-facilities) and term facilities under a credit agreement with Nexstar Borrower and a credit agreement with each of the Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Nexstar Borrower, Nexstar Broadcasting Group, Inc., a Delaware corporation, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent, collateral agent, letter of credit issuer and swing line lender (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Nexstar Credit Agreement”), (ii) the loans and borrowings of the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Borrower, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Mission Credit Agreement”), (iii) the loans and borrowings of Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx Borrower, the lenders from time to time party thereto and Bank of America, N.A. as the administrative ag...
PRELIMINARY STATEMENTS. The Borrower, ADT and Mizuho as sole Purchaser, Purchaser Agent, Administrative Agent, Arranger, Collateral Agent and Structuring Agent are parties to the Receivables Purchase Agreement dated as of March 5 2020, as amended as of April 17, 2020, September 17, 2020, January 29, 2021 and March 5, 2021 (as so amended, the “Existing Purchase Agreement”), pursuant to which the Borrower has sold certain Receivables and Related Assets (the “Existing Receivable Pool”) to the Collateral Agent on behalf of the Lenders. The Borrower acquired the Existing Receivable Pool from ADT as the Originator pursuant to the Receivables Sale and Contribution Agreement dated as of April 17, 2020 (the “Existing Sale Agreement”) between the Borrower and the Originator. The parties hereto wish to amend and restate the Existing Purchase Agreement in its entirety in the form of this Agreement to provide for the sale by the Collateral Agent back to the Borrower of the Existing Receivable Pool (including all Collections thereon), and to provide for Loans that may be made from time to time to the Borrower at the Borrower’s request and at the discretion of the Lenders, which Loans shall be secured by the Existing Receivable Pool, together with all Receivables and Related Assets hereafter acquired by the Borrower, as well as all other assets of the Borrower, whether now existing or hereafter acquired. Concurrently with this Agreement, the Existing Sale Agreement is being amended and restated in its entirety (as so amended and restated and as it may be further amended from time to time, the “Sale Agreement”). The Borrower may acquire from time to time additional Receivables and Related Assets from the Originator pursuant to the Sale Agreement. The Borrower may from time to time request that the Lenders make Loans to the Borrower, on the terms, and subject to the conditions set forth herein, secured by, among other things, the Pool Receivables and the Related Assets. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree that as of the Closing Date, subject to the satisfaction of the conditions precedent set forth in Section 5.01, the Existing Purchase Agreement is amended and restated as follows:
PRELIMINARY STATEMENTS. A. The Borrower, the Guarantors, the Lenders and the Administrative Agent entered into a certain Amended and Restated Credit Agreement dated as of June 21, 2010, as amended (the “Credit Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.
PRELIMINARY STATEMENTS. The Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
PRELIMINARY STATEMENTS. (1) Certain terms which are capitalized and used throughout this Agreement (in addition to those defined above) are defined in Article I of this Agreement.
PRELIMINARY STATEMENTS. (1) The Borrower, the Lenders and the Administrative Agent have entered into a Credit Agreement dated as of April 20, 2010 (as may be amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used but not defined in this Amendment shall have the meanings assigned to them in the Credit Agreement.
PRELIMINARY STATEMENTS. This Agreement amends and restates in its entirety, as of the date hereof, the Second Amended and Restated Transfer and Administration Agreement, dated as of September 28, 2016 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Agreement”), among the SPV, the Servicer, the Managing Agents, Investors, the Administrators from time to time party thereto and the Agent (as successor by assignment to Cooperative Rabobank U.A., New York Branch pursuant to the Rabobank Assignment). Upon the effectiveness of this Agreement, the terms and provisions of the Existing Agreement shall, subject to this paragraph, be amended and restated hereby in their entirety. Notwithstanding the amendment and restatement of the Existing Agreement by this Agreement, (i) the SPV and Servicer shall continue to be liable to each of the parties to the Existing Agreement or any other Indemnified Party or Servicer Indemnified Party (as such terms are defined in the Existing Agreement) for fees and expenses which are accrued and unpaid under the Existing Agreement on the date hereof (collectively, the “Existing Agreement Outstanding Amounts”) and all agreements to indemnify such parties in connection with events or conditions arising or existing prior to the effective date of this Agreement and (ii) the security interest created under the Existing Agreement shall remain in full force and effect as security for such Existing Agreement Outstanding Amounts. Upon the effectiveness of this Agreement, each reference to the Existing Agreement in any other document, instrument or agreement shall mean and be a reference to this Agreement. Nothing contained herein, unless expressly herein stated to the contrary, is intended to amend, modify or otherwise affect any other instrument, document or agreement executed and/or delivered in connection with the Existing Agreement. The SPV desires to continue to sell, transfer and assign an undivided variable percentage interest in certain receivables, and the Investors desire to continue to acquire such undivided variable percentage interest, as such percentage interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Investors. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
PRELIMINARY STATEMENTS. The Borrower intends to acquire (the “Closing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by way of a tender offer for not less than 75% of the shares of the Target (the “Offer”) with support of the Significant Holder (as defined herein). In connection therewith, the Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, the Lenders extend credit to the Borrower in the form of $400.0 million of Closing Date Term Loans and $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will enter into the Bridge Loan Agreement (as defined herein) pursuant to which the lenders thereunder have agreed to make the Bridge Loans (as defined herein) to the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Bridge Loans, the Equity Contribution and cash on hand, will be used on the Closing Date, (i) to fund the Closing Date Refinancing and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capital. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks have indicated their willingness to issue Letters of Credit, in each case on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
PRELIMINARY STATEMENTS. (1) The Borrower, the Lenders and the Agent have entered into an Amended and Restated Credit Agreement dated as of July 14, 1995 (as amended, supplemented or otherwise modified through the date hereof, the "Credit Agreement"). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.
PRELIMINARY STATEMENTS. The Borrower has acquired, and will acquire from time to time, Receivables from the Originator(s) pursuant to the Purchase and Sale Agreement. The Borrower has requested that the Lenders make Loans from time to time to the Borrower, on the terms, and subject to the conditions set forth herein, secured by, among other things, the Receivables. In consideration of the mutual agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
