Termination Agreement (Credit Facility)

Transcription

1 Termination Agreement (Credit Facility) Document 1435A Access to this document and the LeapLaw web site is provided with the understanding that neither LeapLaw Inc. nor any of the providers of information that appear on the web site is engaged in rendering legal, accounting or other professional services. If you require legal advice or other expert assistance, you agree that you will obtain the services of a competent, professional person and will not rely on information provided on the web site as a substitute for such advice or assistance. Neither the presentation of this document to you nor your receipt of this document creates an attorney-client relationship.

2 TERMINATION AGREEMENT This TERMINATION AGREEMENT dated as of the day of, 20, is among [NAME OF COMPANY], a [corporation/limited partnership/limited liability company] (the Borrower[s] ) and [NAME OF LENDER S AGENT] (the Agent ) and certain other financial institutions (together with Agent, the Lenders ) pursuant to a certain Credit Agreement dated as of [DATE]. The parties agree as follows: 1. Reference to Agreements; Definitions. Reference is made to the agreements and instruments listed on Exhibit A hereto (collectively, the Terminated Credit Documents ). Terms defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings so defined. 2. Payment in Full. The Borrower[s] have paid in full to the Lenders all principal of and interest on the advances accrued and unpaid to the date hereof, together with all fees and expenses of the nature described in Exhibit B hereto, under the Credit Agreement or the other Terminated Credit Documents accrued and unpaid to the date hereof and known to the Agent as of the date hereof. Each party hereto confirms that (a) the items set forth in Exhibit B are the only accrued obligations known to it owing by the Borrower[s] as of the date hereof and (b) the payment by the Borrower[s] to the Lenders of such items on the date hereof has discharged the Borrowers from all obligations under the Terminated Credit Documents other than obligations under the surviving provisions referred to in Section 3 (Termination of Agreement) and any obligation which may arise in the event any payment received by any Lender is set aside, rescinded, recovered or required for any reason (including, without limitation, the Bankruptcy, insolvency or reorganization or [any] [the] Borrower[s] or obligor[s]). The Borrower[s] may not terminate the obligations of the Lenders to make any further extensions of credit of any kind to [any] [the] Borrower[s], including without limitation to make any loans pursuant to the revolving credit facility, the revolving acquisition credit facility or otherwise, and to issue any letters of credit, under the Credit Agreement or otherwise. 3. Termination of Agreements. The Terminated Credit Documents are hereby terminated and shall be of no further force or effect, except to the extent that any provisions contained in the Terminated Credit Documents are stated to survive the termination thereof or the payment in full of the Borrower[ s][s ] obligations thereunder, and the Borrower[s] hereby agree[s] that such provisions shall and do survive the termination thereof. 4. Release of Collateral. The Borrower[s] represent that [it is] [they are] solvent as of the date hereof. Upon payment in full and all of the Borrower[ s][s ] obligations to the Lenders as set forth in Section 2 (Payment in Full), each of the Lenders shall release its security interest in all collateral described in Section [ ] of the Credit Agreement (the Collateral ) pledged by the Borrower[s] to secure the payment of the Borrower[ s][s ] obligations as described in Section 2 (Payment in Full). Upon receipt of such payment, the Agent, on behalf of the Lenders, hereby agrees to deliver to the Borrower[s] UCC-3 termination statements and mortgage satisfactions to effectuate releasing its interest in the

3 Collateral. The Agent or the Lenders, upon request at the expense of the Borrower[s], shall take any action and execute any other documents reasonably necessary to effectuate the release of the Collateral. 5. Transfer of Collateral. Each of the Lenders represents and warrants that there is no outstanding lien on its interests in the Collateral created or to be created by such Lender and such Lender has not transferred or assigned any interest in its interests in the Collateral, other than the release of Collateral pursuant to Section 4 (Release of Collateral) and any other release of Collateral, any transfer or assignment to any Lender and the granting of any participation interests therein. 6. Further Assurance. The parties to this Agreement shall, upon the request and at the expense of the Borrower[s], take any actions and execute any documents reasonably necessary to effectuate this Agreement. 7. Miscellaneous Provisions. This Agreement may be executed in any number of counterparts, which together shall constitute one instrument, shall be governed by and construed in accordance with the laws (other than the conflict of laws rules) of [STATE] and shall bind and inure to the benefit of the parties hereto and their representatives, successors and assigns. [Remainder of this page has been intentionally left blank.]

4 Each of the undersigned has caused this Agreement to be executed and delivered by its duly authorized officer as an agreement under seal as of the date hereof. [COMPANY NAME] By: Its: [LENDER], as Agent By: Its: [LENDER], as Lender By: Its:

5 EXHIBIT A TERMINATED CREDIT DOCUMENTS

6 EXHIBIT B PAY OFF AMOUNT Principal: $ Accrued Interest: $ Accrued Commitment Fees: $ Prepayment Fees: $ Legal Fees, including estimate: $ Breakage fees (Section ): $ TOTAL: $