credit agreement template

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credit agreement template

“administrative agent” means the united states branch of barclays bank plc in its capacity as administrative agent under any of the loan documents, or any permitted successor administrative agent, provided that, in all events, any payments from the loan parties to the administrative agent shall be made to a “u.s. “affiliated lender” shall mean a lender that is (a) a sponsor or affiliate of a sponsor or (b) an affiliate of any loan party (excluding, in each case (i) any investment fund, (ii) any affiliate of any sponsor that would not constitute a sponsor pursuant to the definition thereof and (iii) holdings, the borrower or any of its respective subsidiaries). any change in the base rate due to a change in the federal funds rate or such “prime rate” shall be effective as of the opening of business on the effective day of such change in the federal funds rate or “prime rate”, as the case may be. “class” (a) when used with respect to lenders, refers to whether such lenders are revolving credit lenders, new revolving credit lenders, term b lenders, new term lenders, extended term lender or extending revolving credit lenders (b) when used with respect to commitments, refers to whether such commitments are revolving credit commitments, new revolving credit commitments, extended revolving credit commitments, term b commitments, new term commitments and (c) when used with respect to loans or a borrowing, refers to whether such loans, or the loans comprising such borrowing, are revolving credit loans or term b loans, in each case, under this agreement as originally in effect or pursuant to section 2.14, 2.15 or 2.16, of which such loan, borrowing or commitment shall be a part. “consolidated scheduled funded debt payments” means, as of any date for the applicable period ending on such date with respect to the borrower and its restricted subsidiaries on a consolidated basis, the sum of all scheduled payments of principal on consolidated total debt made during such period (including the implied principal component of payments made on capitalized leases during such period) as determined in accordance with gaap. “eligible assignee” means (a) a lender; (b) an affiliate of a lender; (c) an approved fund; and (d) an affiliated lender to the extent contemplated by section 10.07(k); and (e) any other person (other than a natural person) approved by (i) the administrative agent, (ii) in the case of any assignment of a revolving credit commitment, the l/c issuer and the swing line lender, and (iii) unless an event of default has occurred and is continuing under section 8.01(a), section 8.01(f) or section 8.01(g)(i), the borrower (each such approval not to be unreasonably withheld or delayed); provided, that under no circumstances shall any competitor be an assignee without the prior written consent of the borrower (which may be withheld in the borrower’s sole discretion). “escrow property” means the deposits, funds, securities or other property credited to the escrow account plus all interest, dividends and other distributions and payments on any of the foregoing received or receivable by the escrow agent, together with all proceeds of any of the foregoing, in each case, from time to time held in the escrow account. “first lien senior secured leverage ratio” means, with respect to any test period, the ratio of (a) consolidated first lien senior secured debt as of the last day of such test period to (b) consolidated ebitda for such test period, in each case for the borrower and its restricted subsidiaries. “hedge bank” means any person that was a lender, the administrative agent or an arranger or an affiliate of a lender, the administrative agent or an arranger in its capacity as a party to a secured hedge agreement, at the time such hedge agreement was entered into. in the event that there is more than one l/c issuer at any time, references herein and in the other loan documents to the l/c issuer shall be deemed to refer to the l/c issuer in respect of the applicable letter of credit or to all l/c issuers, as the context requires. “lending office” means, as to any lender, the office or offices of such lender described as such in such lender’s administrative questionnaire, or such other office or offices as a lender may from time to time notify the borrower and the administrative agent. “new revolving credit note” means, for each class of new revolving credit loans, a promissory note in substantially the form of exhibit c-2 with, subject to section 2.14, such changes as shall be agreed to by the borrower and the new revolving credit lenders providing such class of new revolving credit loans and reasonably satisfactory to administrative agent, as it may be amended, restated, supplemented or otherwise modified from time to time. “permitted first priority refinancing debt” shall mean any secured indebtedness (including any registered equivalent notes) incurred by the borrower in the form of one or more series of senior secured notes or loans; provided that (i) such indebtedness is secured by the collateral on a pari passu basis (but without regard to the control of remedies) with the obligations and is not secured by any property or assets of holdings, the borrower or any restricted subsidiary other than the collateral, (ii) such indebtedness constitutes credit agreement refinancing indebtedness, (iii) such indebtedness is not at any time guaranteed by any subsidiaries other than subsidiaries that are guarantors and (iv) the holders of such indebtedness (or their representative) and the administrative agent shall be party to the pari passu intercreditor agreement. “refinancing amendment” means an amendment to this agreement in form and substance reasonably satisfactory to the administrative agent and the borrower executed by each of (a) the borrower and holdings, (b) the administrative agent, (c) each new term lender and new revolving credit lender, as applicable, and (d) each existing lender that agrees to provide any portion of the credit agreement refinancing indebtedness being incurred pursuant thereto, in accordance with section 2.16. “revolving credit commitment” means, as to each revolving credit lender, its obligation to (a) make revolving credit loans to the borrower pursuant to section 2.01(b), (b) purchase participations in l/c obligations, and (c) purchase participations in swing line loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such lender’s name in section 1.01c of the confidential disclosure letter under the caption “revolving credit commitment” or in the assignment and assumption or joinder agreement pursuant to which such lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this agreement. “senior secured leverage ratio” means, with respect to any test period, the ratio of (a) consolidated senior secured debt as of the last day of such test period to (b) consolidated ebitda for such test period, in each case for the borrower and its restricted subsidiaries. the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. “unfunded advances/participations” means (a) with respect to the administrative agent, the aggregate amount, if any (i) made available to the borrower on the assumption that each appropriate lender has made its pro rata share of the applicable borrowing available to the administrative agent and (ii) with respect to which a corresponding amount shall not in fact have been made available to the administrative agent by any such lender, (b) with respect to the swing line lender, the aggregate amount, if any, of participations in respect of any outstanding swing line loan that shall not have been funded by the appropriate lenders in accordance with section 2.04(b) and (c) with respect to the l/c issuer, the aggregate amount of l/c borrowings. with reference to this agreement and each other loan document, unless otherwise specified herein or in such other loan document: (b) the words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any loan document shall refer to such loan document as a whole and not to any particular provision thereof. when the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a business day, the date of such payment (other than as described in the definition of interest period) or performance shall extend to the immediately succeeding business day and such extension of time shall be reflected in computing interest or fees, as the case may be. except as provided in section 2.03(c)(i) and section 2.04(c)(i), each borrowing of or conversion to base rate loans shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof (except, with respect to any other term loans, to the extent otherwise provided in the applicable refinancing amendment). on and after the escrow release date, each existing letter of credit shall be deemed to be a letter of credit issued hereunder for all purposes of this agreement and the other loan documents and for all purposes hereof will be deemed to have been issued on the escrow release date. any notice given by the l/c issuer or the administrative agent pursuant to this section 2.03(c)(i) may shall be in writing. in such event, each revolving credit lender’s payment to the administrative agent for the account of the l/c issuer pursuant to section 2.03(c)(ii) shall be deemed payment in respect of its participation in such l/c borrowing and shall constitute an l/c advance from such lender in satisfaction of its participation obligation under this section 2.03. the borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any letter of credit; provided that this assumption is not intended to, and shall not, preclude the borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. the borrower shall pay to the administrative agent for the account of each revolving credit lender in accordance with its pro rata share a letter of credit fee for each letter of credit issued equal to the applicable rate for revolving credit loans that are eurodollar rate loans times the daily maximum amount then available to be drawn under such letter of credit. (i) if for any reason any swing line loan cannot be refinanced by such a revolving credit borrowing in accordance with section 2.04(c), the request for base rate loans submitted by the swing line lender as set forth herein shall be deemed to be a request by the swing line lender that each of the revolving credit lenders fund its risk participation in such swing line loan and each such revolving credit lender’s payment to the administrative agent for the account of the swing line lender pursuant to section 2.04(c) shall be deemed payment in respect of such participation. until each revolving credit lender funds its base rate loan or risk participation pursuant to this section 2.04 to refinance such lender’s pro rata share of any swing line loan, interest in respect of such pro rata share shall be solely for the account of the swing line lender. any prepayment of a eurodollar rate loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to section 2.05(a)(iv) and section 3.05. each prepayment of the loans pursuant to this section 2.05(a) shall be applied among the facilities in such amounts as the borrower may direct in its sole discretion and, in the case of the term loan facilities, in direct order of maturity or as otherwise directed by the borrower. upon the occurrence and during the continuance of any event of default, the administrative agent shall also be authorized (without any further action by or notice to or from the borrower or any other loan party) to apply such amount to the prepayment of the outstanding loans in accordance with this section 2.05(b). the borrower shall, on the last business day of each month set forth below, repay to the administrative agent for the ratable account of the term b lenders, the aggregate principal amount of all term b loans set forth below (which installments shall be reduced as a result of (i) the application of prepayments in accordance with the order of priority set forth in section 2.05 or (ii) the application of prepayments in accordance with section 10.07(l)): ; provided that the final principal repayment installment of the term loans of each class shall be repaid on the maturity date of the applicable term loan facility and in any event shall be in an amount equal to the aggregate principal amount of all term loans of such class outstanding on such date. (a) the credit extensions made by each lender shall be evidenced by one or more accounts or records maintained by such lender and evidenced by one or more entries in the register maintained by the administrative agent in accordance with section 10.07(c), acting as a non-fiduciary agent solely for purposes of treasury regulation section 5f.103-1(c), as agent for the borrower, in each case in the ordinary course of business. (c) entries made in good faith by the administrative agent in the register pursuant to section 2.11(a) and section 2.11(b), and by each lender in its account or accounts pursuant to section 2.11(a) and section 2.11(b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the borrower to, in the case of the register, each lender and, in the case of such account or accounts, such lender, under this agreement and the other loan documents, absent manifest error; provided that the failure of the administrative agent or such lender to make an entry, or any finding that an entry is incorrect, in the register or such account or accounts shall not limit or otherwise affect the obligations of the borrower under this agreement and the other loan documents. a notice of the administrative agent to any lender or the borrower with respect to any amount owing under this section 2.12(c) shall be conclusive, absent manifest error. (f) each joinder agreement may, without the consent of any other lenders, effect such amendments to this agreement and the other loan documents as may be necessary or appropriate, in the reasonable opinion of administrative agent and the borrower to effect the provision of this section 2.14, and for the avoidance of doubt, this section 2.14 shall supersede any provisions in section 2.13 or 10.01 to the contrary. any refinancing amendment may, without the consent of any other lenders, effect such amendments to this agreement and the other loan documents as may be necessary or appropriate, in the reasonable opinion of the administrative agent and the borrower, to effect the provisions of this section. if the borrower reasonably believes that any lender or agent is entitled to receive a refund in respect of any non-excluded taxes or other taxes as to which indemnification or additional amounts have been paid to the lender or agent, as applicable, by any loan party pursuant to or in respect of section 3.01 or section 6 of the guaranty, the borrower (on behalf of itself and on behalf of the other loan parties) may notify (in writing) the lender or agent, as applicable, of the availability of such refund. (d) if any lender or agent receives a refund (whether received in cash or as an overpayment applied to a future tax payment) in respect of any non-excluded taxes or other taxes as to which indemnification or additional amounts have been paid to it by any loan party pursuant to or in respect of this section 3.01 or section 6 of the guaranty, it shall promptly remit such refund (including any interest included in such refund by the applicable taxing authority) to the borrower, net of all reasonable out-of-pocket expenses (including taxes) of the lender or agent, as the case may be; provided that the borrower, upon the request of the lender or agent, as the case may be, agrees promptly to return such refund to such party in the event such party is required to repay such refund to the relevant taxing authority. a certificate of such lender submitted to the borrower and its restricted subsidiaries (through the administrative agent) with respect to any amounts owing under this section 3.05 shall be conclusive absent manifest error. (d) in the event that (i) the borrower or the administrative agent has requested the lenders to consent to a departure or waiver of any provisions of the loan documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all lenders or all affected lenders in accordance with the terms of section 10.01 or all the lenders with respect to a certain class of loans or commitments and (iii) the required lenders have agreed to such consent, waiver or amendment, then any lender who does not agree to such consent, waiver or amendment shall be deemed a “non-consenting lender.” section 3.08 survival. each request for credit extension (other than (i) a credit extension to be made on the closing date, (ii) a committed loan notice requesting only a conversion of loans to the other type or a continuation of eurodollar rate loans) submitted by the borrower shall be deemed to be a representation and warranty that the conditions specified in section 4.02(a) and section 4.02(b) have been satisfied on and as of the date of the applicable credit extension. such financial statements of the parent fairly present in all material respects the financial condition, results of operations and cash flows of the borrower and its consolidated subsidiaries as of such dates and for such periods, other than as described on section 5.05(a) to the confidential disclosure letter. to the knowledge of the borrower, the conduct of the borrower and its restricted subsidiaries’ business does not infringe upon the intellectual property rights held by any other person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a material adverse effect. except as in the aggregate has not had and could not reasonably be expected to have a material adverse effect, there are no strikes, lockouts or slowdowns against the borrower or any of its subsidiaries pending or, to the knowledge of the borrower, threatened. the administrative agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the borrower with any such request for delivery, and each lender shall be solely responsible for requesting delivery of or maintaining its copies of such documents. the administrative agent and the lenders shall give the borrower prior notice of and the right to participate in any discussions with the borrower’s accountants. the designation of any subsidiary as an unrestricted subsidiary shall constitute an investment by borrower or the relevant restricted subsidiary (as applicable) therein at the date of designation in an amount equal to the fair market value of such person’s (as applicable) investment therein and the investment resulting from such designation must otherwise be in compliance with section 7.02. the designation of any unrestricted subsidiary as a restricted subsidiary shall constitute the incurrence at the time of designation of any indebtedness or liens of such subsidiary existing at such time. to the extent any collateral is disposed of as expressly permitted by this section 7.05 to any person other than a loan party, such collateral shall be sold free and clear of the liens created by the loan documents, and the administrative agent is hereby authorized by the lenders to take any actions deemed appropriate in order to effect the foregoing. any loan party fails to perform or observe any other covenant or agreement (not specified in section 8.01(a) or (b) above) contained in any loan document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the administrative agent to the borrower; or (d) representations and warranties. the parties hereby acknowledge that this section 8.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to section 7.10 and shall not result in any adjustment to any amounts (including the amount of indebtedness) other than the amount of the consolidated ebitda referred to in the immediately preceding sentence. the lenders acknowledge that pursuant to such activities, the administrative agent and its related parties may receive information regarding any loan party or any affiliate of any loan party (including information that may be subject to confidentiality obligations in favor of such loan party or such affiliate) and acknowledge that the administrative agent and its related parties shall be under no obligation to provide such information to them. the exculpatory and indemnification provisions of this article 9 shall apply to any such sub agent and to the related parties of the administrative agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as administrative agent. (a) it is the purpose of this agreement and the other loan documents that there shall be no violation of any law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. a certificate as to the amount of such payment or liability delivered to any lender by the administrative agent shall be conclusive absent manifest error. no failure by any lender or the administrative agent to exercise, and no delay by any such person in exercising, any right, remedy, power or privilege hereunder or under any other loan document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. in the case of an investigation, litigation or other proceeding to which the indemnity in this section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any loan party, its directors, shareholders or creditors or an indemnitee or any other person, whether or not any indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other loan documents is consummated. any assignment or transfer by a lender of rights or obligations under this agreement that does not comply with this clause (b) shall be treated for purposes of this agreement as a sale by such lender of a participation in such rights and obligations in accordance with section 10.07(e). (i) notwithstanding anything to the contrary contained herein, any lender that is a fund may, without the consent of or notice to the administrative agent or the borrower, create a security interest in all or any portion of the loans owing to it and the note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a lender in compliance with the other provisions of this section 10.07, (i) no such pledge shall release the pledging lender from any of its obligations under the loan documents and, (ii) such trustee shall not be entitled to exercise any of the rights of a lender under the loan documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise (unless such trustee is an eligible assignee which has complied with the requirements of section 10.07(b)). the foregoing provisions of this section 10.07(k) shall not apply to an investment fund, and a lender shall be permitted to assign all or a portion of such lender’s loans to any investment fund without regard to the foregoing provisions of this section 10.07(k). the payment amount specified in such notice to the company party shall be due and payable by the borrower on the discounted prepayment effective date in accordance with section 10.07(l)(vi) below. the exculpatory provisions pursuant to this agreement shall apply to each agent related person of the auction agent and their respective activities in connection with any discounted term loan prepayment provided for in this section 10.07(l) as well as activities of the auction agent. the rights of the administrative agent and each lender under this section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the administrative agent and such lender may have. in the event of any conflict between the provisions of this agreement and those of any other loan document, the provisions of this agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the agents or the lenders in any other loan document shall not be deemed to be a conflict with this agreement. (b) any legal action or proceeding with respect to this agreement or any other loan document shall be brought in the courts of the state of new york sitting in new york city in the borough of manhattan or of the united states for the southern district of such state, and by execution and delivery of this agreement, the borrower, each agent and each lender consents, for itself and in respect of its property, to the exclusive jurisdiction of those courts (other than with respect to actions by any agent or any lender in respect of rights under any collateral document governed by a law other than the laws of the state of new york or with respect to any collateral subject thereto).

upon acceptance of the swing line loan offered by the lenders in response to this request, the borrower shall be deemed to have represented and warranted that the conditions to lending specified in section 4.02 of the credit agreement have been satisfied. the borrower promises to pay interest on the aggregate unpaid principal amount of each revolving credit loan from time to time made by the lender to the borrower under the credit agreement from the date of such loan until such principal amount is paid in full, at such interest rates and at such times as provided in the credit agreement. upon the occurrence and continuation of one or more of the events of default specified in the credit agreement, all amounts then remaining unpaid on this revolving credit note shall become, or may be declared to be, immediately due and payable all as provided in the credit agreement. from and after the effective date, the administrative agent shall make all payments in respect of the assigned interest (including payments of principal, interest, fees and other amounts) to the assignor for amounts that have accrued to but excluding the effective date and to the assignee for amounts that have accrued from and after the effective date. without limiting the generality of the foregoing, each guarantor’s liability shall extend to all amounts that constitute part of the guaranteed obligations and would be owed by any other guarantor to any secured party under or in respect of the finance documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, liquidation, receivership, examiner-ship, administration, reorganization or similar proceeding involving such other guarantor. to effectuate the foregoing intention, the administrative agent, the other secured parties and the subsidiary guarantors hereby irrevocably agree that the obligations of each such subsidiary guarantor under this guaranty at any time shall be limited to the maximum amount as will result in the obligations of such subsidiary guarantor under this guaranty not constituting a fraudulent transfer or conveyance. all such notices and other communications shall be deemed to be given or made at such time as shall be set forth in section 10.02 of the credit agreement. the rights of each agent and each lender under this section are in addition to other rights and remedies (including, without limitation, other rights of setoff) that such agent and such lender may have. to effectuate the foregoing intention, the administrative agent, the other secured parties and the undersigned hereby irrevocably agree that the obligations of the undersigned under this guaranty supplement and the guaranty at any time shall be limited to the maximum amount as will result in the obligations of the undersigned under this guaranty supplement and the guaranty not constituting a fraudulent transfer or conveyance. (b) any legal action or proceeding with respect to this guaranty supplement or any other loan document shall be brought in the courts of the state of new york sitting in new york city in the borough of manhattan or of the united states for the southern district of such state, and by execution and delivery of this guaranty supplement, each guarantor party hereto consents, for itself and in respect of its property, to the exclusive jurisdiction of those courts. “copyright license” means any written agreement, now or hereafter in effect, granting any right to any third party under any copyright now or hereafter owned by any grantor or that such grantor otherwise has the right to license, or granting any right to any grantor under any copyright now or hereafter owned by any third party, and all rights of such grantor under any such agreement. (a) unless and until an event of default shall have occurred and be continuing and the administrative agent shall have provided prior notice to the borrower that the rights of the grantor under this section 2.06 are being suspended: (i) each grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of pledged securities or any part thereof and each grantor agrees that it shall exercise such rights for purposes consistent with the terms of this agreement, the credit agreement and the other loan documents. so long as no default or event of default has occurred and is continuing, the administrative agent shall promptly deliver to each grantor any pledged securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of such pledged securities permitted by the credit agreement in accordance with this section 2.06(a)(iii). if any amount payable under or in connection with any of the article 9 collateral that is in excess of $5,000,000 in the aggregate shall be or become evidenced by any promissory note, other instrument or debt security, such note, instrument or debt security shall be pledged and delivered to the administrative agent, for the benefit of the secured parties as required by section 6.12 of the credit agreement, duly endorsed in a manner reasonably satisfactory to the administrative agent. (v) within the same delivery period as required for the delivery of the annual compliance certificate required to be delivered under section 6.02(b) of the credit agreement, the borrower shall provide a list of any additional uspto or usco registrations of intellectual property of all grantors not previously disclosed to the administrative agent including such information as is necessary for such grantor to make appropriate filings in the uspto and usco. the administrative agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this agreement. all communications and notices hereunder to the borrower or any other grantor shall be given to it in care of the borrower as provided in section 10.02 of the credit agreement. this agreement shall be construed as a separate agreement with respect to each grantor and may be amended, modified, supplemented, waived or released with respect to any grantor without the approval of any other grantor and without affecting the obligations of any other grantor hereunder. any execution and delivery of documents pursuant to this section 6.12 shall be without recourse to or warranty by the administrative agent. the obligations of the grantors under this security agreement shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the borrower or any other loan party in respect of the secured obligations is rescinded or must be otherwise restored by any holder of any of the secured obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. section 2. the new grantor represents and warrants to the administrative agent and the other secured parties that this supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by debtor relief laws and by general principles of equity. each grantor hereby pledges and grants to the administrative agent for the benefit of the secured parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following pledged collateral of such grantor: section 3. the security agreement. this trademark security agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this trademark security agreement by signing and delivering one or more counterparts. each grantor hereby pledges and grants to the administrative agent for the benefit of the secured parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following pledged collateral of such grantor: section 3. the security agreement. this agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. a copy of such notice shall be sent, concurrently, by the borrower to the administrative agent in the manner specified for borrowing requests under the credit agreement. any provision of this agreement or the credit agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. the undersigned term loan lender hereby expressly consents and agrees to a prepayment of its term b loans pursuant to section 10.07(l)(ii) of the agreement at a price equal to the specified discount in the aggregate principal amount not to exceed the amount set forth above, as such principal amount may be reduced in accordance with the specified discount pro-rata factor, if any, and otherwise determined in accordance with and subject to the requirements of the agreement. the undersigned term loan lender hereby gives you irrevocable notice, pursuant to section 10.07(l)(iii) of the agreement, that it is hereby offering to accept a discounted term loan prepayment on term loans held by such term loan lender: the undersigned term loan lender hereby expressly consents and agrees to a prepayment of its term loans pursuant to section 10.07(l)(iii) of the agreement at a price equal to the applicable discount and in an aggregate principal amount not to exceed the submitted amount, as such principal amount may be reduced in accordance with the discount range pro-rata factor, if any, and otherwise determined in accordance with and subject to the requirements of the agreement. the undersigned term loan lender hereby gives you irrevocable notice, pursuant to section 10.07(l)(iv) of the agreement, that it is hereby offering to accept a discounted term loan prepayment on term b loans held by such term loan lender: the undersigned term loan lender hereby expressly consents and agrees to a prepayment of its term b loans pursuant to section 10.07(l)(iv) of the agreement at a price equal to the acceptable discount and in the aggregate principal amount not to exceed such lender’s offered amount as such principal amount may be reduced in accordance with the solicited discount pro-rata factor, if any, and otherwise determined in accordance with and subject to the requirements of the agreement. from and after the effective date, the administrative agent shall make all payments in respect of the assigned interest (including payments of principal, interest, fees and other amounts) to the assignor for amounts that have accrued to but excluding the effective date and to the assignee for amounts that have accrued from and after the effective date. by executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the borrower and the administrative agent and (2) the undersigned shall have at all times furnished the borrower and the administrative agent in writing with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payment, after the occurrence of any event requiring a change in the most recent form, certificate or evidence previously delivered by it to the borrowers and the administrative agent and from time to time thereafter if reasonably requested by the borrower or the administrative agent. as contemplated by section 6.17(a) of the credit agreement, concurrently with the release of funds from the escrow account on the escrow release date, the assignor and assignee are entering into this agreement pursuant to which the assignor shall assign all of its rights and obligations under the credit agreement to the assignee. no authorization or approval or other action by, and no notice to or filing with, any governmental body or regulatory body on its part is required for the due execution, delivery or performance by it of this agreement, other than any filings in connection with the liens granted to the administrative agent under the security agreement. all notices and other communications required to be given or made to assignee under this agreement, the credit agreement, any other loan document or the agency fee letter shall be given or made at the address provided in the credit agreement. “collateral agent” means (i) in the case of any credit agreement obligations, the administrative agent, (ii) in the case of the initial other first lien obligations, the initial other collateral agent, and (iii) in the case of any other series of other first lien obligations that become subject to this agreement after the date hereof, the collateral agent named for such series in the applicable joinder agreement. “discharge of credit agreement obligations” means the discharge of the credit agreement obligations with respect to shared collateral; provided that the discharge of credit agreement obligations shall not be deemed to have occurred in connection with a refinancing of such credit agreement obligations with additional first lien obligations secured by shared collateral under an other first lien document which has been designated in writing by the administrative agent (under the credit agreement so refinanced) to each other first lien collateral agent and each other authorized representative as the “credit agreement” for purposes of this agreement. “joinder agreement” means the document in the form of exhibit a to this agreement required to be delivered by an authorized representative to each collateral agent and each authorized representative pursuant to section 5.14 of this agreement in order to create an additional series of other first lien obligations or a refinancing of any series of first lien obligations and add other first lien secured parties hereunder. “series” means (a) with respect to the first lien secured parties, each of (i) the credit agreement secured parties (in their capacities as such), (ii) the initial other first lien secured parties (in their capacities as such), and (iii) the other first lien secured parties that become subject to this agreement after the date hereof that are represented by a common authorized representative (in its capacity as such for such other first lien secured parties) and (b) with respect to any first lien obligations, each of (i) the credit agreement obligations, (ii) the initial other first lien obligations and (iii) the other first lien obligations incurred pursuant to any other first lien document, which pursuant to any joinder agreement, are to be represented hereunder by a common authorized representative (in its capacity as such for such other first lien obligations). (b) each collateral agent and each authorized representative agrees to execute and deliver (at the sole cost and expense of the grantors) all such authorizations and other instruments as shall reasonably be requested by the applicable collateral agent to evidence and confirm any release of shared collateral provided for in this section. each collateral agent and each authorized representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any grantor, any first lien secured party or any other person as a result of such determination. (c) notwithstanding the foregoing, without the consent of any first lien secured party, any authorized representative may become a party hereto by execution and delivery of a joinder agreement in accordance with section 5.14 of this agreement and upon such execution and delivery, such authorized representative and the other first lien secured parties and other first lien obligations of the series for which such authorized representative is acting shall be subject to the terms hereof and the terms of the other first lien security documents applicable thereto. nothing in this agreement is intended to or shall impair the obligations of any grantor, which are absolute and unconditional, to pay the first lien obligations as and when the same shall become due and payable in accordance with their terms. upon the execution and delivery of a joinder agreement by an additional senior class debt representative and an additional collateral agent in accordance with this section 5.14, each other authorized representative and collateral agent shall acknowledge such execution and delivery thereof, subject to the terms of this section 5.14. section 5.15 agent capacities. section 6. in case any one or more of the provisions contained in this joinder agreement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the first lien intercreditor agreement shall not in any way be affected or impaired. “administrative agent” has the meaning assigned to such term in the introductory paragraph of this agreement and shall include any successor administrative agent as provided in article 9 of the credit agreement. “discharge of credit agreement obligations” means the discharge of the credit agreement obligations with respect to shared collateral; provided that the discharge of credit agreement obligations shall not be deemed to have occurred in connection with a refinancing of such credit agreement obligations with an additional senior debt facility secured by shared collateral under one or more additional senior debt documents which has been designated in writing by the administrative agent (under the credit agreement so refinanced) to the designated senior representative as the “credit agreement” for purposes of this agreement. “second priority collateral” means any “collateral” as defined in any second priority debt document or any other assets of the borrower or any other grantor with respect to which a lien is granted or purported to be granted pursuant to a second priority collateral document as security for any second priority debt obligation. “senior representative” means (i) in the case of any credit agreement obligations or the credit agreement secured parties, the administrative agent and (ii) in the case of any additional senior debt facility and the additional senior debt parties thereunder (including with respect to any additional senior debt facility initially covered hereby on the date of this agreement) the trustee, administrative agent, collateral agent, security agent or similar agent under such additional senior debt facility that is named as the representative in respect of such additional senior debt facility in the applicable joinder agreement. notwithstanding the foregoing, no provision in this agreement shall be construed to prevent or impair the rights of any senior representative to enforce this agreement (including the priority of the liens securing the senior obligations as provided in section 2.01) or any of the senior debt documents. notwithstanding anything in this agreement or any other senior debt documents or second priority debt documents to the contrary, collateral consisting of cash and cash equivalents pledged to secure credit agreement obligations consisting of reimbursement obligations in respect of letters of credit or otherwise held by the administrative agent pursuant to section 2.03(g) or 2.17(a) of the credit agreement (or any equivalent successor provision) shall be applied as specified in the credit agreement and will not constitute shared collateral. nothing in this section 5.01(a) will be deemed to affect any agreement of a second priority representative, for itself and on behalf of the second priority debt parties under its second priority debt facility, to release the liens on the second priority collateral as set forth in the relevant second priority debt documents. (d) the senior representatives shall not have by reason of the second priority collateral documents or this agreement, or any other document, a fiduciary relationship in respect of any second priority representative or any second priority debt party, and each second priority representative, for itself and on behalf of each second priority debt party under its second priority debt facility, hereby waives and releases the senior representatives from all claims and liabilities arising pursuant to the senior representatives’ roles under this section 5.05 as sub-agents and gratuitous bailees with respect to the shared collateral. if none of the second priority debt parties exercise such right, the senior secured parties shall have no further obligations pursuant to this section 5.07 for such purchase event and may take any further actions in their sole discretion in accordance with the senior debt documents and this agreement. each second priority representative, for itself and on behalf of each second priority debt party under its second priority debt facility, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with this agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this agreement. the consent by the senior secured parties to the execution and delivery of the second priority debt documents to which the senior secured parties have consented and all loans and other extensions of credit made or deemed made on and after the date hereof by the senior secured parties to the company or any subsidiary shall be deemed to have been given and made in reliance upon this agreement. (c) notwithstanding the foregoing, without the consent of any secured party, any representative may become a party hereto by execution and delivery of a joinder agreement in accordance with section 8.09 of this agreement and upon such execution and delivery, such representative and the secured parties and senior obligations or second priority debt obligations of the debt facility for which such representative is acting shall be subject to the terms hereof. the rights and obligations of each grantor hereunder shall remain in full force and effect notwithstanding the addition of any new grantor as a party to this agreement. the section titles contained in this agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of this agreement. all covenants, agreements, representations and warranties made by any party in this agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this agreement. section 6. in case any one or more of the provisions contained in this supplement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the junior lien intercreditor agreement shall not in any way be affected or impaired. section 8.09 of the junior lien intercreditor agreement provides that such second priority class debt representative may become a representative under, and such second priority class debt and such second priority class debt parties may become subject to and bound by, the junior lien intercreditor agreement, pursuant to the execution and delivery by the second priority class debt representative of an instrument in the form of this representative supplement and the satisfaction of the other conditions set forth in section 8.09 of the junior lien intercreditor agreement. section 6. in case any one or more of the provisions contained in this representative supplement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the junior lien intercreditor agreement shall not in any way be affected or impaired. section 6. in case any one or more of the provisions contained in this representative supplement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the junior lien intercreditor agreement shall not in any way be affected or impaired. in witness whereof, the undersigned has executed this certificate in such undersigned’s capacity as treasurer of the company, on behalf of the company, and not individually, as of the date first stated above.

exhibit 10.20. execution copy. $1,350,000,000. credit agreement. dated as of . among. dunkin’ finance corp. as the initial​ if you would like to learn how to create a proper credit agreement, then click here to view the article how to utilize rental agreement templates as a landlord a credit agreement is an agreement between a lender and borrower that sets forth the loan terms for a letter of credit., credit agreement template south africa, credit agreement template south africa, credit agreement pdf, simple credit agreement sample, loan agreement template, loan agreement template

credit agreement template format

in the event that you would like to create an agreement which focuses on the terms and conditions of a loan, then you’ll need to create a credit agreement and this article will teach you how to make one. this is something that you will also want to do in a credit agreement. this means that you will need to write the complete name of the company or person who is willing to hand out a loan, and you must also write the complete name of the person or company agent that’s applying for it. in a credit or loan agreement, you will also need to provide the exact amount of just how much a particular company or person has loaned the other party.

remember that you have to be very specific in terms of the amount to ensure that the borrower understands just how much he or she has to pay and when it needs to be paid. you will also want to provide a grace period so that the borrower will have ample time to provide the money to pay back the loan. this way, it will ensure that both have come to an understanding and service agreement to the terms and conditions that have been set, and it means that the document is legally enforceable. be sure that you include the signatures, names, and the date as to when the agreement document was signed.

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credit agreement template download

credit agreement this credit agreement (the “agreement”) is effective [date], between: [your company name] (the “borrower”), a company organized and existing under the laws of the [state/province] of [state/province], with its head office located at: [your complete address] and: [bank name] (the “lender”), a company organized and existing under the laws of the [state/province] of [state/province], with its head office located at: [complete address] whereas the borrower wishes to borrow certain monies from the lender, and the lender is prepared to lend monies to the borrower on the terms and conditions herein download the business-in-a-box software to instantly access the entire collection of 1,800+ business and legal document templates! written by lawyers and business consultants, all document drafts provide high-quality, legally sound content that conveys a polished corporate image. customizing a simple document is literally a matter of filling in the blanks.

fields that require customization are in brackets and contain helpful guidance making the software easy to use you can rely on a product that is evolving. all documents are available in english, french, spanish, chinese, german, italian and portuguese. our business-in-a-box software gives you instant access to our entire collection of 1,800 business and legal document templates.