Existing Affiliate Transactions. 1. Amended and Restated Lease Agreement, dated October 11, 2010, by and between Motorbird Properties, LLC and ISP Sports, LLC, as amended by that Amendment (Letter Agreement), dated July 26, 2011. Execution Version EXHIBIT A [Form of] ASSIGNMENT AND ASSUMPTION1 This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the First Lien Credit Agreement identified below (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions (the “Standard Terms and Conditions”) set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the credit facility identified below (including any guarantees included in such facility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations s...
Existing Affiliate Transactions. Advertising Agreement between Tregaron and Bluehost Inc. dated May 11, 2009. • Investment Agreement, made as of November 5, 2010, by and among Endurance International Group Holdings, LLC, a Delaware limited liability company, EIG Investors Corp., a Delaware corporation, and the Persons set forth on the “Schedule of Purchasers” attached thereto whereby such Purchasers purchased certain Series C Preferred Shares and Class B Units of EIG Investors Corp. • The acquisition of 333,333 common units of Blue Zone by The Endurance International Group, Inc. • Residential Lease Agreement, dated as of June 1, 2012, by and among Xxxxx Xxxxxx and The Endurance International Group, Inc. for residential premises located at 0000 X. Xxxxxxxxx Xxxx, Xxxx 000, Xxxxxxxxxx, XX 00000 for use by employees traveling for business. Schedule 6.09 – Existing Restrictions None. Schedule 9.01 – Notices Holdings / Borrower: Name: Xxxxx Xxxxxx Company: EIG Investors Corp. and WP Expedition Holdings L.P. Title: Executive Vice President, General Counsel and Secretary Address: 00 Xxxxxxxxx Xxxxx Xxxxxxxxxx, XX 00000 Telephone: 000-000-0000 Facsimile: 000-000-0000 E-Mail Address: xxxxxxx@xxxxxxx.xxx with copy to: Name: Xxxx Xxxxxxxxxxxx Company: EIG Investors Corp. and WP Expedition Holdings LLC Title: CEO Address: 00 Xxxxxxxxx Xxxxx Xxxxxxxxxx, XX 00000 Telephone: 000-000-0000 Facsimile: 000-000-0000 E-Mail Address: xxxxx@xxxxxxx.xxx Administrative Agent: Name: Xxxx Portrait Company: Credit Suisse AG, Cayman Islands Branch Title: Vice President Address: 7033 Xxxxx Xxxxxxxx Drive, P.O. Box 110047 Research Xxxxxxxx Xxxx, XX 00000 Telephone: 000-000-0000 Facsimile: 000-000-0000 E-Mail Address: xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx Issuing Bank: Name: Xxxx Portrait Company: Credit Suisse AG, Cayman Islands Branch Title: Vice President Address: 7033 Xxxxx Xxxxxxxx Drive, P.O. Box 110047 Research Xxxxxxxx Xxxx, XX 00000 Telephone: 000-000-0000 Facsimile: 000-000-0000 E-Mail Address: xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx Swingline Lender: Name: Xxxx Portrait Company: Credit Suisse AG, Cayman Islands Branch Title: Vice President Address: 7033 Xxxxx Xxxxxxxx Drive, P.O. Box 110047 Research Xxxxxxxx Xxxx, XX 00000 Telephone: 000-000-0000 Facsimile: 000-000-0000 E-Mail Address: xxxxxx.xxxxxxx@xxxxxx-xxxxxx.xxx EXHIBIT A
Existing Affiliate Transactions. 1. Senior Management Agreement by and among Capella Holdings, Inc., Capella Healthcare, Inc., and Xxxxxx X. Xxxxxxxxxx, dated as of May 4, 2005
Existing Affiliate Transactions. 1. Contract Receivables Purchase Agreement dated as of even date herewith between Conn Credit I, LP and Conn Appliances, Inc.
Existing Affiliate Transactions. 1. Xxxxxxx Xxxxx is employed at Virtu Financial LLC as of March 1, 2011 as a Trader. Xxxxxxx Xxxxx is the son of Xxxxxxx Xxxxx and the beneficiary of a trust that indirectly owns equity interests of Virtu Financial LLC.
Existing Affiliate Transactions. 1. Freight services arrangement between Commercial Vehicle Group, Inc. and Group Transportation Services Holdings, Inc., dated as of August 18, 2008, approved by the Audit Committee of Commercial Vehicle Group, Inc. on April 21, 2008. SCHEDULE 11
Existing Affiliate Transactions. 1. Contract for Services, dated as of September 26, 2012, by and between School Specialty, Inc. and Premier School Agendas Ltd. Exhibit B [See Attached] SCHEDULE 1 EQUITY INTERESTS IN SUBSIDIARIES AND AFFILIATES OWNED BY GRANTORS Issuer Jurisdiction of Organization Owner of Equity Interest Percentage Owned Number of Shares or Units
Existing Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice B Term Loan Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement F Certificate Re Non-bank Status G-1 Closing Date Certificate G-2 Solvency Certificate H Counterpart Agreement I Pledge and Security Agreement J Mortgage K Landlord Waiver and Consent Agreement L Intercreditor Agreement M Collateral Trust Agreement N-1 Perfection Certificate N-2 Perfection Certificate Supplement O Access Grant and Easement Agreement P Joinder Agreement TERM LOAN CREDIT AND GUARANTY AGREEMENT This TERM LOAN CREDIT AND GUARANTY AGREEMENT, dated as of May 2, 2005 is entered into by and among NEWPAGE CORPORATION, a Delaware corporation (“NewPageCo”), NEWPAGE HOLDING CORPORATION, a Delaware corporation (“NewPageHoldCo”), CERTAIN SUBSIDIARIES OF NEWPAGECO, as Guarantors, the Lenders party hereto from time to time, XXXXXXX XXXXX CREDIT PARTNERS L.P. (“GSCP”), as Joint Lead Arranger, Joint Bookrunner, Co-Syndication Agent, and Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), and UBS SECURITIES LLC (“UBSS”) as Joint Lead Arranger, Joint Bookrunner, and as Co-Syndication Agent (in such capacity, “Co-Syndication Agent”).
Existing Affiliate Transactions. Amended and Restated Subordinated Promissory Note, dated as of June 27, 2018, in favor of Architectural Granite & Marble, LLC. ANNEX I NOTICE ADDRESSES Bank of America, N.A. 000 Xxxxxxxx Xxxxxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn: SIC Portfolio Manager Telecopy: 000-000-0000 Select Interior Concepts, Inc., as Borrower Agent 0000 X. Xxxxxx Avenue Anaheim, CA 92807 Attn: Xxxxxxx Xxxx Email: xxxxx@xxxxxxxxxxxxxxxxxxxxxx.xxx [SIC] A&R Loan, Security and Guaranty Agreement EXHIBIT A COMPLIANCE CERTIFICATE In accordance with the terms of the Amended and Restated Loan, Security and Guaranty Agreement dated June 28, 2018, by and among SELECT INTERIOR CONCEPTS, INC., a Delaware corporation (“Topco”), ARCHITECTURAL GRANITE & MARBLE, LLC, a Delaware limited liability company formerly known as G&M OPCO LLC (“AG&M”), PENTAL GRANITE AND MARBLE, LLC, a Washington limited liability company (“Pental”), L.A.R.K. INDUSTRIES, INC., a California corporation (“L.A.R.K.”), GREENCRAFT HOLDINGS, LLC, an Arizona limited liability company (“Greencraft Holdings”), GREENCRAFT INTERIORS, LLC, an Arizona limited liability company (“Greencraft Interiors”), CASA VERDE SERVICES, LLC, a Delaware limited liability company (“Casa Verde”), GREENCRAFT STONE AND TILE LLC, an Arizona limited liability company (“Greencraft Stone”; and, together with Topco, AG&M, Pental, L.A.R.K., Greencraft Holdings, Greencraft Interiors, Casa Verde, Greencraft Stone and each Person joined thereto as a borrower from time to time, individually and collectively, jointly and severally, “Borrower”), ARCHITECTURAL SURFACES GROUP, LLC, a Delaware limited liability company formerly known as TCFI G&M LLC (“AG&M Parent”), AG HOLDCO (SPV) LLC, a Delaware limited liability company (“AG SPV”), RESIDENTIAL DESIGN SERVICES, LLC, a Delaware limited liability company, formerly known as TCFI LARK, LLC (“L.A.R.K. Parent”), and SELECT INTERMEDIATE, INC., a Delaware corporation (“SIC”, and, together with Borrower, AG&M Parent, L.A.R.K. Parent and AG SPV, individually, an “Obligor” and collectively, the “Obligors”) and BANK OF AMERICA, N.A., a national banking association (together with its successors and assigns and including any Lending Office, “Lender”) (as so amended, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), I hereby certify that:
Existing Affiliate Transactions. One of UNFI’s non-employee directors Xxxx Xxxxxx has been the General Manager of Mississippi Market Natural Foods Cooperative, a consumer owned and controlled cooperative in St. Xxxx, Minnesota since October 1999. Mississippi Market Natural Foods Cooperative is a customer of UNFI that purchased the following: Fiscal Year Net Sales Amount 2011 $ 6,600,000 2012 $ 5,300,000 2013 $ 5,900,000 2014 $ 6,400,000 2015 $ 6,800,000 2016 (through March) $ 5,200,000 Terms provided to this customer are the same as other customers with similar volumes and purchasing patterns.
