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Document Preview Master Assign and Assump Agreement Master Assignment and Assumption Agreement |
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Title: |
Master Assign and Assump Agreement Master Assignment and Assumption Agreement |
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Entities: |
Comerica Bank; Fleet Bank, NA; National City Bank; Sybron Chemicals Inc |
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Date: |
2000 |
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Size: |
Preview shows 9KB of 38KB total |
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Price: |
$41 |
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ID: |
#1511321 |
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AGREEMENT dated as of March 29, 2000 among SYBRON CHEMICALS INC., (together with its successors, the ?Borrower?), COMERICA BANK, FLEET BANK, N.A. (the ?Continuing Lenders?), DLJ CAPITAL FUNDING, INC. AND NATIONAL CITY BANK (the ?New Lenders?, together with the Continuing Lenders, the ?Post-Effective Lenders?), BHF (U.S.A.) CAPITAL CORPORATION, CITIZENS BANK OF MASSACHUSETTS, HIBERNIA BANK, INVESCO (consisting of CERES FUNDING LTD., STRATA FUNDING LTD. AND OASIS COLLATERALIZED HIGH INCOME), KZH III LLC, OXFORD STRATEGIC INCOME FUND, EATON VANCE INSTITUTIONAL SENIOR LOAN FUND and SENIOR DEBT PORTFOLIO, ING CAPITAL (consisting of ARCHIMEDES FUNDING II, LTD.), KZH ING-2 LLC, MERRILL LYNCH ASSET MANAGEMENT, AND VAN KAMPEN (consisting of SENIOR FLOATING RATE) and MELLON BANK, N.A. (the ?Exiting Lenders?, together with the Continuing Lenders, the ?Pre-Effective Lenders?), MELLON BANK, N.A., as administrative agent for the Pre-Effective Lenders (the ?Pre-Effective Administrative Agent?), FLEET BANK, N.A., as administrative agent gent for the Post-Effective Lenders (the ?Post-Effective Administrative Agent?), and DLJ CAPITAL FUNDING, INC. (the ?Syndication Agent?). ;).
WHEREAS, this Assignment and Assumption Agreement (the ?Agreement?) relates to the Credit Agreement dated as of July 31, 1998 (the ?Existing Credit Agreement?) among the Borrower, the Continuing Lenders, the Exiting Lenders, the Pre-Effective Administrative Agent, the Syndication Agent and Morgan Guaranty Trust Company of New York, as Documentation Agent;
WHEREAS, immediately prior to the effectiveness of this Agreement each Pre-Effective Lender has (i) outstanding Loans of each Class in an aggregate outstanding principal amount equal to the respective amount set forth opposite the name of such Pre-Effective Lender in Schedule A hereto under the captions ?Term A Loans?, ?Term B Loans? and ?Revolving Loans? and (ii) a Revolving Commitment in the amount set forth opposite the name of such Pre-Effective Lender in Schedule A hereto under the caption ?Revolving Commitment?;
WHEREAS, the Exiting Lenders and certain of the Continuing Lenders propose to assign and transfer all (in the case of the Exiting Lenders) or a portion (in the case of such Continuing Lenders) of their Loans, Revolving Commitments and the corresponding rights under the Existing Credit Agreement and the Collateral Documents and the New Lenders and certain of the Continuing Lenders propose to accept such assignment of such Loans, Revolving Commitments and rights and to assume the corresponding obligations under the Existing Credit Agreement and the Collateral Documents, all as hereinafter provided;
WHEREAS, at the date hereof immediately upon the effectiveness of this Agreement, the Post-Effective Lenders propose to make certain tain amendments to the Existing Credit Agreement as set forth in the Amended and Restated Credit Agreement (the ?Amended and Restated ted Credit Agreement?) dated as of March 29, 2000 among the Borrower, the Post-Effective Lenders, the Pre-Effective Administrative Agent and the Post-Effective Administrative Agent;
WHEREAS, the Pre-Effective Administrative Agent wishes to resign as administrative agent under the Existing Credit Agreement and the Post-Effective Administrative Agent wishes to be appointed as successor administrative agent under the Existing Credit Agreement and each of the Pre-Effective Lenders and the Post-Effective Lenders consents to such resignation and appointment;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:
Section 1.Definitions. All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Existing Credit Agreement. The following additional term as used herein has the following meaning:
?Lenders? means Continuing Lenders, Exiting Lenders and New Lenders.
Section 2. Conditions to Effectiveness. This Agreement will become effective as of the date hereof when all of the following conditions shall have been fulfilled to the satisfaction of the Syndication Agent:
| (a) Notes. The Syndication Agent shall have received new Notes for each Post-Effective Lender, duly completed to reflect the effectiveness of this Agreement and executed by the Borrower. |
| (b) Counterparts. The Syndication Agent shall have received counterparts hereof, executed and delivered by or on behalf of each of the parties hereto (or, in the case of any party as to which the Syndication Agent shall not have received such a counterpart, the Syndication Agent shall have received in form reasonably satisfactory to it of telegraphic, telex or other written confirmation from such party of the execution of a counterpart hereof by such party). |
| (c) Payments by Certain Lenders and by the Borrower. The Pre-Effective Administrative Agent shall have received at its address specified in or pursuant to Section 9.01 of the Existing Credit Agreement in immediately available funds (i) from each New Lender (and, to the extent applicable, from each Continuing Lender) an amount equal to the principal amount of outstanding Loans being purchased by, and transferred and assigned to, such Lender, and (ii) from the Borrower an amount equal to a principal amount of $500,000 plus an amount equal to the aggregate amount of interest, fees and other amounts payable to the Pre-Effective Lenders and the Pre-Effective Administrative Agent, as applicable, pursuant to clauses (i)(B) and (C) of subsection (d) below as set forth in Schedule C hereto. |
| (d) Payments to Exiting Lenders and Certain Lenders. Upon receipt of the amounts specified in clause (c) above, the Pre-Effective Administrative Agent shall (i) transfer to an account specified by each Pre-Effective Lender an amount of immediately available funds equal to (A) the principal amount, if any, of the outstanding Loans being transferred and assigned by such Lender plus (B) an amount equal to the aggregate amount of unpaid interest, fees and other amounts that have accrued to, but excluding, the Effective Date with respect to the Loans and Revolving Commitments plus (C) an amount equal to the amount, if any, that would be payable by the Borrower under Section 2.11 of the Existing Credit Agreement if all outstanding Loans were prepaid by the Borrower on the Effective Date; and (ii) retain for its own account all fees, costs, expenses and other amounts payable to the Pre-Effective Administrative Agent. |
| (e) Additional Conditions. The conditions specified in Sections 3.01(a) through (l) of the Amended and Restated Credit Agreement shall have been satisfied. |
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