Account Number and Location. The undersigned hereby certifies in his capacity as an officer of the Borrower, and not individually, that, immediately before and immediately after giving effect to the Borrowing requested hereby, such Borrowing (and the incurrence or existence of the Liens created pursuant to the Loan Documents) is permitted under all material Debt of Borrower (including (a) the 2009 Senior Note Indenture, including Section 3.10(c) thereof, (b) the 2009 Senior Subordinated Convertible Note Indenture, (c) the Recovery Zone Bonds Loan Agreements, including Section 4.07(c) thereof, (d) the Term Loan Agreement and (e) any other material Debt for Borrowed Money of or binding upon Borrower or its properties) and that no default or event of default thereunder would immediately arise as a result of such Borrowing. NAVISTAR, INC., as Borrower By: Name: Title: 3 Specify a Base Rate Borrowing or a LIBOR Borrowing. 4 The initial Interest Period applicable to a LIBOR Borrowing shall be subject to the definition of “Interest Period”. $[ ] New York, New York [•], 201[•] FOR VALUE RECEIVED, the undersigned, NAVISTAR, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to [ ] (the “Lender”) or its registered assigns, at the office of Bank of America, N.A. (the “Administrative Agent”) at [ADDRESS], on the dates and in the amounts set forth in the Amended and Restated ABL Credit Agreement dated as of August [ ], 2012 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the Lenders from time to time party thereto, Bank of America, N.A., as administrative agent for the Lenders thereunder (“Bank of America” or, together with any successor administrative agent appointed pursuant thereto, in such capacity and including any permitted successor or assign, the “Administrative Agent”), and the other parties party thereto, in lawful money of the United States of America in immediately available funds, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Credit Agreement and to pay interest from the date of such Loans on the principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on the dates provided in the Credit Agreement. Terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement. Borrower promises to pay interest, on written demand, on any overdue principal and, to the extent permitted by law, overdue interest from the due dates at a rate or rates provided in the Credit Agreement. Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any other instance. All borrowings evidenced by this promissory note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedules attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this promissory note. [This promissory note is being issued as a replacement for, and in substitution of, the original Promissory Note, dated as of October 18, 2011 (the “Original Note”), issued pursuant to the ABL Credit Agreement, dated as of October 18, 2011, among the Borrower, IC Bus, LLC, an Arkansas limited liability company, SST Truck Company LLC, a Delaware limited liability company, IC Bus of Oklahoma, LLC, a Delaware limited liability company, Navistar Diesel of Alabama, LLC, a Delaware limited liability company, Monaco RV, LLC (f/k/a Navistar RV, LLC), a Delaware limited liability company, Navistar Big Bore Diesels, LLC, a Delaware limited liability company and Workhorse Custom Chassis, LLC, an Illinois limited liability company, the Lenders from time to time party thereto, Bank of America, N.A., as administrative agent for the Lenders thereunder, and the other parties party thereto in favor of the Lender in the original maximum principal amount of $[•], provided that this promissory note is not intended to be a novation of the obligations or liabilities existing under the Original Note.]14 This promissory note is one of the promissory notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This promissory note is entitled to the benefit of the Credit Agreement and is guaranteed and secured as provided therein and in the other Loan Documents referred to in the Credit Agreement. THIS PROMISSORY NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. NAVISTAR, INC. By: Name: Title: 14 To be included in notes issued in replacement of notes issued under the Original Credit Agreement. SECURITY AGREEMENT
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Account Number and Location. The undersigned Borrower Agent hereby certifies represents and warrants that the conditions specified in his capacity as an officer of the Borrower, and not individually, that, immediately before and immediately after giving effect to the Borrowing requested hereby, such Borrowing (and the incurrence or existence of the Liens created pursuant to the Loan Documents) is permitted under all material Debt of Borrower (including (a) the 2009 Senior Note Indenture, including Section 3.10(c) thereof, paragraphs (b) the 2009 Senior Subordinated Convertible Note Indenture), (c) the Recovery Zone Bonds Loan Agreements, including Section 4.07(c) thereof, and (d) of Section 4.02 of the Term Loan Credit Agreement are satisfied. 1 Must be notified in writing or by telephone (with such telephonic notification to be confirmed promptly in writing) (i) in the case of a LIBOR Rate Borrowing, not later than 12:00 noon, New York City time, three (3) Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing (including an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) of the Credit Agreement), not later than 12:00 noon, New York City time, on the date of the proposed Borrowing. 2 Not less than an aggregate principal amount as indicated in Section 2.02(c) of the Credit Agreement and (e) any other material Debt for Borrowed Money of or binding upon Borrower or its properties) and that no default or event of default thereunder would immediately arise in integral multiple as a result of such Borrowingindicated therein. NAVISTAR, INC., as Borrower By: Name: Title: 3 Specify a Base LIBOR Rate Borrowing or a LIBOR an ABR Borrowing. 4 The initial Interest Period applicable to a LIBOR Rate Borrowing shall be subject to a period contemplated by the definition of the term “Interest Period”. By: Name: Title: $[ ] New York, New York [•—], 201[•20[—] FOR VALUE RECEIVED, the undersigned, NAVISTAR, INC.ST. XXXX PARK REFINING CO. LLC, a Delaware corporation limited liability company; NORTHERN TIER BAKERY LLC, a Delaware limited liability company; NORTHERN TIER RETAIL LLC, a Delaware limited liability company; SUPERAMERICA FRANCHISING LLC, a Delaware limited liability company; and, if applicable, the certain Domestic Subsidiaries that are borrowers pursuant to Section 5.10(a) of the Credit Agreement (collectively, the “BorrowerBorrowers”), hereby promises promise to pay to [ ] (the “Lender”) or its registered assigns, at the office of Bank of AmericaJPMorgan Chase Bank, N.A. (the “Administrative Agent”) at [ADDRESS]0000 Xxxx Xxxxxx, 9th Floor TX 1-2921, Xxxxxx, Xxxxx 00000, on the dates and in the amounts set forth in the Amended and Restated ABL Credit Agreement dated as of August [ ]September 29, 2012 2014 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the BorrowerNorthern Tier Energy LLC, the Lenders a Delaware limited liability company (“Holdings”); each subsidiary of Holdings from time to time party thereto, Bank of America; the Lenders and Issuing Banks parties thereto; and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Lenders thereunder (“Bank of America” or, together with any successor administrative agent appointed pursuant thereto, in such capacity and including any permitted successor or assign, the “Administrative Agent”), and the other parties party thereto, in lawful money of the United States of America in immediately available funds, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower Borrowers pursuant to the Credit Agreement and to pay interest from the date of such Revolving Loans on the principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on the dates provided in the Credit Agreement. Terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement. Borrower promises Principal of and interest on this promissory note from time to pay interest, on written demand, on any overdue principal and, to the extent permitted by law, overdue interest from the time outstanding shall be due dates at a rate or rates and payable as provided in the Credit Agreement. Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any other instance. All borrowings evidenced by this promissory note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedules attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this promissory note. [This promissory note is being issued as a replacement for, and in substitution of, the original Promissory Note, dated as of October 18, 2011 (the “Original Note”), issued pursuant to and evidences Revolving Loans under the ABL Credit Agreement, dated as to which reference is made for a statement of October 18, 2011, among the Borrower, IC Bus, LLC, an Arkansas limited liability company, SST Truck Company LLC, a Delaware limited liability company, IC Bus rights and obligations of Oklahoma, LLC, a Delaware limited liability company, Navistar Diesel of Alabama, LLC, a Delaware limited liability company, Monaco RV, LLC (f/k/a Navistar RV, LLC), a Delaware limited liability company, Navistar Big Bore Diesels, LLC, a Delaware limited liability company and Workhorse Custom Chassis, LLC, an Illinois limited liability company, the Lenders from time to time party thereto, Bank of America, N.A., as administrative agent for the Lenders thereunder, Lender and the other parties party thereto in favor duties and obligations of the Lender in the original maximum principal amount of $[•], provided that this promissory note is not intended to be a novation of the obligations or liabilities existing under the Original Note.]14 This promissory note is one of the promissory notes referred to in the Borrowers. The Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof of this promissory note upon the happening of certain stated events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment borrowing, prepayment and reborrowing of amounts upon specified terms and conditions. The holder of this promissory note is hereby authorized by Borrowers to record on a schedule annexed to this promissory note (or waiver on a supplemental schedule) the amounts owing with respect to Revolving Loans, and the payment thereof. Failure to make any notation, however, shall not affect the rights of certain the holder of this promissory note or any obligations of Borrowers hereunder or under any other Loan Documents. Time is of the essence of this promissory note. Each Borrower and all endorsers, sureties and guarantors of this promissory note hereby severally waive demand, presentment for payment, protest, notice of protest, notice of intention to accelerate the maturity of this promissory note, diligence in collecting, the bringing of any suit against any party, and any notice of or defense on account of any extensions, renewals, partial payments, or changes in any manner of or in this promissory note or in any of its terms, provisions and covenants, or any releases or substitutions of any security, or any delay, indulgence or other act of any trustee or any holder hereof, whether before or after maturity. Borrowers jointly and severally agree to pay, and to save the holder of this promissory note harmless against, any liability for the payment of all costs and expenses (including without limitation reasonable attorneys’ fees) if this promissory note is collected by or through an attorney-at-law. In no contingency or event whatsoever shall the amount paid or agreed to be paid to the holder of this promissory note for the use, forbearance or detention of money advanced hereunder exceed the highest lawful rate permitted under applicable law. If any such excess amount is inadvertently paid by Borrowers or inadvertently received by the holder of this promissory note, such excess shall be returned to Borrowers or credited as a payment of principal, in accordance with the Credit Agreement. It is the intent hereof that Borrowers not pay or contract to pay, all upon the terms and conditions therein specified. This that holder of this promissory note is entitled not receive or contract to the benefit receive, directly or indirectly in any manner whatsoever, interest in excess of the Credit Agreement and is guaranteed and secured as provided therein and in the other Loan Documents referred to in the Credit Agreementthat which may be paid by Borrowers under applicable law. THIS PROMISSORY NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. NAVISTAR, INCST. XXXX PARK REFINING CO. LLC as a Borrower By: Name: Title: 14 To NORTHERN TIER BAKERY LLC as a Borrower By: Name: Title: NORHTERN TIER RETAIL LLC as a Borrower By: Name: Title: SUPERAMERICA FRANCHISING LLC as a Borrower By: Name: Title: [ ], This Note, and the obligations of each Person set forth on Schedule A hereto, in its capacity as Payor (collectively, the “Payor”) hereunder, shall be included subordinate and junior in notes issued right of payment to all Senior Indebtedness (as defined in replacement Section 1.07 of notes issued Annex A hereto) on the terms and conditions set forth in Annex A hereto, which Annex A is herein incorporated by reference and made a part hereof as if set forth herein in its entirety. Annex A shall not be amended, modified or supplemented without the written consent of the Required Lenders (as defined in the Credit Agreement referred to below) (or, after the Credit Agreement has been terminated and all Senior Indebtedness (as defined in Annex A hereto) under the Original Credit Agreement shall have been paid in full, the other holders holding a majority of the outstanding other Senior Indebtedness). FOR VALUE RECEIVED, each Person set forth on Schedule A hereto from time to time, in its capacity as Payor (individually or collectively, as the context may require, a “Payor”), hereby promises to pay on demand to the order of each other Person set forth on Schedule B hereto or its assigns (individually or collectively, as the context may require, a “Payee”), in lawful money of the United States of America in immediately available funds, at such location in the United States of America as the applicable Payee shall from time to time designate, the unpaid principal amount of all loans and advances made by the applicable Payee to the applicable Payor. The applicable Payor also promises to pay interest on the unpaid principal amount hereof in like money at said location from the date hereof until paid at such rate per annum as shall be agreed upon from time to time by the applicable Payor and the applicable Payee. Upon the earlier to occur of (x) the commencement of any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar proceeding of any jurisdiction relating to the applicable Payor or (y) any exercise of remedies (including the termination of the Commitments) pursuant to Section 7.01 of the Credit Agreement referred to below, the unpaid principal amount of all loans and advances, interest and other fees evidenced by this Note shall become immediately due and payable without presentment, demand, protest or notice of any kind in connection with this Note. This Note is one of the Intercompany Notes referred to in the Amended and Restated Credit Agreement, dated as of September 29, 2014 (as amended, restated, modified, supplemented, extended or renewed from time to time, the “Credit Agreement”), by and among NORTHERN TIER ENERGY LLC (“Holdings”), the other Loan Parties party thereto, the Lenders party thereto, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders thereunder and as collateral agent for the Secured Parties (in such capacities, the “Agent”) and is subject to the terms of the Credit Agreement, and shall be pledged by the applicable Payee pursuant to the Security Agreement (as defined in the Credit Agreement). SECURITY AGREEMENTThe applicable Payor hereby acknowledges and agrees that the Secured Parties (as defined in the Security Agreement) may, pursuant to the Security Agreement as in effect from time to time, exercise all rights provided therein with respect to this Note. The applicable Payee is hereby authorized (but shall not be required) to record all loans and advances made by it to the applicable Payor (all of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein. All payments under this Note shall be made without setoff, counterclaim or deduction of any kind. The applicable Payor hereby waives presentment, demand, protest and notice of any kind in connection with this Note. Any Subsidiary (as defined in the Credit Agreement) of the Borrower that wishes to become, or is required pursuant to the terms of the Credit Agreement to become, a party to this Note after the date hereof shall become a Payor or Payee, as applicable, hereunder by executing a counterpart hereof or a joinder agreement (which joinder agreement is in form and substance satisfactory to the Agent) and delivering the same to the Agent. Each party to this Note on the date hereof agrees that any such Subsidiary shall, at the time it becomes a Payor or Payee pursuant to the foregoing provisions, be treated as if it were an original party hereto. This Note replaces in its entirety the Intercompany Note dated as of December 1, 2010 by certain of the parties hereto in favor of certain of the parties hereto (the “Existing Note”). The Existing Note is hereby terminated. [Signatures on following page] EACH OF THE LOAN PARTIES LISTED BELOW, as PAYOR By: Name: Authorized Signatory Title: Northern Tier Energy LLC St. Xxxx Park Refining Co. LLC Northern Tier Bakery LLC Northern Tier Retail LLC SuperAmerica Franchising LLC Northern Tier Finance Corporation Northern Tier Retail Holdings LLC Northern Tier Oil Transport LLC Pay to the order of EACH OF THE LOAN PARTIES LISTED BELOW, as PAYEE By: Name: Authorized Signatory Title: Northern Tier Energy LLC St. Xxxx Park Refining Co. LLC Northern Tier Bakery LLC Northern Tier Retail LLC SuperAmerica Franchising LLC Northern Tier Finance Corporation Northern Tier Retail Holdings LLC Northern Tier Oil Transport LLC NAME OF PAYOR JURISDICTION OF ORGANIZATION 1. Northern Tier Energy LLC Delaware 2. St. Xxxx Park Refining Co. LLC Delaware
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Account Number and Location. [The undersigned Borrower hereby certifies in his capacity as an officer represents and warrants to the Administrative Agent and the Lenders that, on the date of the Borrower, Borrowing Request and not individually, that, immediately before and immediately after giving effect to on the Borrowing requested hereby, such Borrowing (and the incurrence or existence date of the Liens created pursuant to related Borrowing, the Loan Documents) is permitted under all material Debt of Borrower (including conditions specified in paragraphs (a) the 2009 Senior Note Indenture, including Section 3.10(c) thereof, and (b) of Section 4.02 of the 2009 Senior Subordinated Convertible Note Indenture, (c) the Recovery Zone Bonds Loan Agreements, including Section 4.07(c) thereof, (d) the Term Loan Credit Agreement and (e) any other material Debt for Borrowed Money of or binding upon Borrower or its properties) and that no default or event of default thereunder would immediately arise as a result of such Borrowing. NAVISTAR, INChave been satisfied., as Borrower ] [NAME OF BORROWER] By: Name: Title: 3 Specify a Base Rate Borrowing or a LIBOR Borrowing:
(1) To the extent available from all applicable Lenders. 4 The initial Interest Period applicable to a LIBOR Borrowing shall be subject to the definition BORROWING SUBSIDIARY AGREEMENT dated as of , 20 (this “Interest PeriodAgreement”. $[ ] New York, New York [•], 201[•] FOR VALUE RECEIVED, the undersigned, NAVISTAR, INC.) among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “BorrowerCompany”), hereby promises to pay to [ [NAME OF BORROWING SUBSIDIARY] (the “LenderNew Borrowing Subsidiary”) or its registered assigns), at the office of Bank of Americaand CITIBANK, N.A. N.A., as Administrative Agent (the “Administrative Agent”) at [ADDRESS], on ). Reference is hereby made to the dates and in the amounts set forth in the Amended and Restated ABL Credit Agreement dated as of August [ ]July 7, 2012 2017 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the BorrowerCompany, the Lenders Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, Bank of America, N.A., as administrative agent for the Lenders thereunder (“Bank of America” or, together with any successor administrative agent appointed pursuant thereto, in such capacity and including any permitted successor or assign, the “Administrative Agent”), and the other parties party thereto, in lawful money of the United States of America in immediately available funds, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Credit Agreement and to pay interest from the date of such Loans on the principal amount thereof Issuing Banks from time to time outstanding, in like funds, at said office, at party thereto and the rate or rates per annum and payable on the dates provided in the Credit AgreementAdministrative Agent. Terms Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Borrower promises Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to pay interest, on written demand, on any overdue principal andthe conditions therein set forth, to make Loans to, and to accept and purchase B/As drawn by, the extent permitted by law, overdue interest from Company and Borrowing Subsidiaries. The Company and the due dates at New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a rate or rates provided in Borrowing Subsidiary under the Credit Agreement. Borrower hereby waives diligence, presentment, demand, protest and notice The Company represents that the New Borrowing Subsidiary is a Subsidiary organized under the laws of any kind whatsoever. The nonexercise by Company agrees that the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any other instance. All borrowings evidenced by this promissory note and all payments and prepayments Guarantee of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedules attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this promissory note. [This promissory note is being issued as a replacement for, and in substitution of, the original Promissory Note, dated as of October 18, 2011 (the “Original Note”), issued pursuant to the ABL Credit Agreement, dated as of October 18, 2011, among the Borrower, IC Bus, LLC, an Arkansas limited liability company, SST Truck Company LLC, a Delaware limited liability company, IC Bus of Oklahoma, LLC, a Delaware limited liability company, Navistar Diesel of Alabama, LLC, a Delaware limited liability company, Monaco RV, LLC (f/k/a Navistar RV, LLC), a Delaware limited liability company, Navistar Big Bore Diesels, LLC, a Delaware limited liability company and Workhorse Custom Chassis, LLC, an Illinois limited liability company, the Lenders from time to time party thereto, Bank of America, N.A., as administrative agent for the Lenders thereunder, and the other parties party thereto in favor of the Lender in the original maximum principal amount of $[•], provided that this promissory note is not intended to be a novation of the obligations or liabilities existing under the Original Note.]14 This promissory note is one of the promissory notes referred to contained in the Credit Agreement that, among other things, contains provisions for will apply to the acceleration Obligations of the maturity hereof upon the happening New Borrowing Subsidiary. Upon execution of certain events, for optional and mandatory prepayment this Agreement by each of the principal hereof prior Company, the New Borrowing Subsidiary and the Administrative Agent, [and the execution and delivery to the maturity hereof Administrative Agent of a supplement to the Subsidiary Guarantee Agreement by the New Subsidiary Borrower], the New Borrowing Subsidiary shall be a party to the Credit Agreement and shall constitute a “Borrowing Subsidiary” and a “Borrower” for all purposes thereof, and the amendment or waiver of certain New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement, all upon Agreement that by the terms and conditions therein specified. This promissory note is entitled to the benefit of the Credit Agreement are applicable to it. This Agreement shall be governed by and is guaranteed and secured as provided therein and construed in accordance with the other Loan Documents referred to in law of the Credit Agreement. THIS PROMISSORY NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. NAVISTAR, INC. By: Name: Title: 14 To be included in notes issued in replacement State of notes issued under the Original Credit Agreement. SECURITY AGREEMENTNew York.
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Account Number and Location. The undersigned Borrower hereby certifies in his capacity as an officer agrees that if for any reason the Borrowing shall not be made on the Proposed Borrowing Date, Section 2.14 of the Borrower, and not individually, that, immediately before and immediately after giving effect to the Borrowing requested hereby, such Borrowing (Credit Agreement shall be applicable and the incurrence or existence Borrower shall pay any amounts under Section 2.14 of the Liens created pursuant Credit Agreement that it would be required to pay if the Loan Documents) is permitted under all material Debt of Borrower (including (a) the 2009 Senior Note Indenture, including Section 3.10(c) thereof, (b) the 2009 Senior Subordinated Convertible Note Indenture, (c) the Recovery Zone Bonds Loan Agreements, including Section 4.07(c) thereof, (d) the Term Loan Credit Agreement and (e) any other material Debt for Borrowed Money of or binding upon Borrower or its properties) and that no default or event of default thereunder would immediately arise as a result of such Borrowingwere effective. NAVISTAR, INC., as Borrower By: Name: Title: 3 1 Specify a Base Rate an ABR Borrowing or a LIBOR SOFR Borrowing. 4 2 The initial Interest Period applicable to a LIBOR SOFR Borrowing shall be subject to the definition of “Interest Period”. $[ ] New York, New York [•], 201[•] FOR VALUE RECEIVED, the undersigned, NAVISTAR, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to [ ] (the “Lender”) or its registered assigns, at the office of ” CPG INTERNATIONAL LLC By: Name: Title: To: Bank of America, N.A. (N.A.,as Administrative Agentfor the “Administrative Agent”) at [ADDRESS]Lenders referred to below Ladies and Gentlemen: Reference is made to the Term Loan Credit Agreement, on the dates and in the amounts set forth in the Amended and Restated ABL Credit Agreement dated as of August [ ]April 28, 2012 2022 (as the same it may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among CPG International LLC, a Delaware limited liability company (the “Borrower”), The Azek Company Inc., a Delaware corporation (“Holdings”), the Lenders party thereto from time to time party theretotime, and Bank of America, N.A., as administrative agent for the Lenders thereunder (“Bank of America” or, together with any successor administrative agent appointed pursuant thereto, in such capacity and including any permitted successor or assigncapacity, the “Administrative Agent”), and the other parties party thereto, as collateral agent (in lawful money of the United States of America in immediately available fundssuch capacity, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Credit Agreement and to pay interest from the date of such Loans on the principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on the dates provided in the Credit Agreement“Collateral Agent”). Terms Capitalized terms used but not defined herein shall have the meanings assigned given to them in the Credit Agreement. This notice constitutes a notice of conversion or notice of continuation, as applicable, under Section 2.05 of the Credit Agreement, and the Borrower promises to pay interest, on written demand, on any overdue principal and, hereby irrevocably notifies the Administrative Agent of the following information with respect to the extent permitted conversion or continuation requested hereby:
a. The Borrowing to which this Interest Election Request xxxxxxx00 is [•];
b. The effective date of the election (which shall be a Business Day) made pursuant to this Interest Election Request is [•], 202[•];
c. The resulting Borrowing is to be [an ABR Borrowing][a SOFR Borrowing][; and]
d. The Interest Period applicable to the resulting Borrowing after giving effect to such election is [•]18]. 16 Administrative Agent must be notified as indicated in Section 2.05 of the Credit Agreement in the case of an election to convert to or continue a SOFR Borrowing election, not later than 2:00 p.m. New York City time, three Business Days before the effective date of such election or, in the case of an election to convert or continue an ABR Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the effective date of such election. 17 If different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information specified pursuant to (d) below shall be specified for each resulting Borrowing). 18 Include this clause (d) if the resulting Borrowing is a SOFR Borrowing. Such Interest Period shall be a period contemplated by law, overdue interest from the due dates at a rate or rates provided definition of the term “Interest Period” as set forth in the Credit Agreement. In the case of a SOFR Borrowing that does not specify an Interest Period, then the Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any other instance. All borrowings evidenced by this promissory note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedules attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure deemed to have selected an Interest Period of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this promissory note. [This promissory note is being issued as a replacement for, and in substitution of, the original Promissory Note, dated as of October 18, 2011 (the “Original Note”), issued one month’s duration pursuant to the ABL Credit Agreement, dated as of October 18, 2011, among the Borrower, IC Bus, LLC, an Arkansas limited liability company, SST Truck Company LLC, a Delaware limited liability company, IC Bus of Oklahoma, LLC, a Delaware limited liability company, Navistar Diesel of Alabama, LLC, a Delaware limited liability company, Monaco RV, LLC (f/k/a Navistar RV, LLCSection 2.05(b), a Delaware limited liability company, Navistar Big Bore Diesels, LLC, a Delaware limited liability company and Workhorse Custom Chassis, LLC, an Illinois limited liability company, the Lenders from time to time party thereto, Bank of America, N.A., as administrative agent for the Lenders thereunder, and the other parties party thereto in favor of the Lender in the original maximum principal amount of $[•], provided that this promissory note is not intended to be a novation of the obligations or liabilities existing under the Original Note.]14 This promissory note is one of the promissory notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This promissory note is entitled to the benefit of the Credit Agreement and is guaranteed and secured as provided therein and in the other Loan Documents referred to in the Credit Agreement. THIS PROMISSORY NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. NAVISTAR, INC. By: Name: Title: 14 To be included NON-DEBT FUND AFFILIATE ASSIGNMENT AND ACCEPTANCE This Non-Debt Fund Affiliate Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]19 Assignor identified in notes issued item 1 below ([the][each, an] “Assignor”) and [the][each]20 Assignee identified in replacement item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of notes issued [the Assignors][the Assignees]21 hereunder are several and not joint.]22 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. 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 Acceptance as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], 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][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Original Credit Agreement and the other Loan Documents to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the Facility identified below 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)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Loan Documents or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, 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 sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). SECURITY AGREEMENTEach such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance, without representation or warranty by [the][any] Assignor.
1. Assignor[s] 19 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.
Appears in 1 contract
Account Number and Location. [The undersigned Borrower hereby certifies in his capacity as an officer represents and warrants to the Administrative Agent and the Lenders that, on the date of the Borrower, Borrowing Request and not individually, that, immediately before and immediately after giving effect to on the Borrowing requested hereby, such Borrowing (and the incurrence or existence date of the Liens created pursuant to related Borrowing, the Loan Documents) is permitted under all material Debt of Borrower (including conditions specified in paragraphs (a) the 2009 Senior Note Indenture, including Section 3.10(c) thereof, and (b) of Section 4.02 of the 2009 Senior Subordinated Convertible Note Indenture, (c) the Recovery Zone Bonds Loan Agreements, including Section 4.07(c) thereof, (d) the Term Loan Credit Agreement and (e) any other material Debt for Borrowed Money of or binding upon Borrower or its properties) and that no default or event of default thereunder would immediately arise as a result of such Borrowing. NAVISTAR, INChave been satisfied., as Borrower ] [NAME OF BORROWER] By: Name: Title: 3 Specify a Base Rate Borrowing or a LIBOR Borrowing. 4 The initial Interest Period applicable to a LIBOR Borrowing shall be subject to the definition BORROWING SUBSIDIARY AGREEMENT dated as of “Interest Period”. $[ ] New York, New York [•], 201[•] FOR VALUE RECEIVED, the undersigned, NAVISTAR, INC.20 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “BorrowerCompany”), hereby promises to pay to [ [NAME OF BORROWING SUBSIDIARY] (the “LenderNew Borrowing Subsidiary”) or its registered assigns), at the office of Bank of Americaand DEUTSCHE BANK AG NEW YORK BRANCH, N.A. as Administrative Agent (the “Administrative Agent”) at [ADDRESS], on ). Reference is hereby made to the dates and in the amounts set forth in the Amended and Restated ABL Credit Agreement dated as of August [ ]June 18, 2012 2014 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the BorrowerCompany, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as an Issuing Bank, Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent and Bank of America, N.A., as administrative agent for the Lenders thereunder (“Bank of America” or, together with any successor administrative agent appointed pursuant thereto, in such capacity and including any permitted successor or assign, the “Administrative Agent”), and the other parties party thereto, in lawful money of the United States of America in immediately available funds, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Credit Agreement and to pay interest from the date of such Loans on the principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on the dates provided in the Credit Agreementan Issuing Bank. Terms Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Borrower promises Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to pay interest, on written demand, on any overdue principal andthe conditions therein set forth, to make Loans to, and to accept and purchase B/As drawn by, the extent permitted by law, overdue interest from Company and Borrowing Subsidiaries. The Company and the due dates at New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a rate or rates provided in Borrowing Subsidiary under the Credit Agreement. Borrower hereby waives diligence, presentment, demand, protest and notice The Company represents that the New Borrowing Subsidiary is a Subsidiary organized under the laws of any kind whatsoever. The nonexercise by Company agrees that the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any other instance. All borrowings evidenced by this promissory note and all payments and prepayments Guarantee of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedules attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this promissory note. [This promissory note is being issued as a replacement for, and in substitution of, the original Promissory Note, dated as of October 18, 2011 (the “Original Note”), issued pursuant to the ABL Credit Agreement, dated as of October 18, 2011, among the Borrower, IC Bus, LLC, an Arkansas limited liability company, SST Truck Company LLC, a Delaware limited liability company, IC Bus of Oklahoma, LLC, a Delaware limited liability company, Navistar Diesel of Alabama, LLC, a Delaware limited liability company, Monaco RV, LLC (f/k/a Navistar RV, LLC), a Delaware limited liability company, Navistar Big Bore Diesels, LLC, a Delaware limited liability company and Workhorse Custom Chassis, LLC, an Illinois limited liability company, the Lenders from time to time party thereto, Bank of America, N.A., as administrative agent for the Lenders thereunder, and the other parties party thereto in favor of the Lender in the original maximum principal amount of $[•], provided that this promissory note is not intended to be a novation of the obligations or liabilities existing under the Original Note.]14 This promissory note is one of the promissory notes referred to contained in the Credit Agreement that, among other things, contains provisions for will apply to the acceleration Obligations of the maturity hereof upon the happening New Borrowing Subsidiary. Upon execution of certain events, for optional and mandatory prepayment this Agreement by each of the principal hereof prior Company, the New Borrowing Subsidiary and the Administrative Agent, [and the execution and delivery to the maturity hereof Administrative Agent of a supplement to the Subsidiary Guarantee Agreement by the New Subsidiary Borrower], the New Borrowing Subsidiary shall be a party to the Credit Agreement and shall constitute a “Borrowing Subsidiary” and a “Borrower” for all purposes thereof, and the amendment or waiver of certain New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement, all upon Agreement that by the terms and conditions therein specified. This promissory note is entitled to the benefit of the Credit Agreement are applicable to it. This Agreement shall be governed by and is guaranteed and secured as provided therein and construed in accordance with the other Loan Documents referred to in laws of the Credit Agreement. THIS PROMISSORY NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. NAVISTAR, INC. By: Name: Title: 14 To be included in notes issued in replacement State of notes issued under the Original Credit Agreement. SECURITY AGREEMENTNew York.
Appears in 1 contract
Account Number and Location. The undersigned hereby certifies 4 Must be notified in his capacity writing or by telephone (with such telephonic notification to be confirmed promptly in writing) not later than 12:00 p.m., New York City time, two (2) Business Days before the proposed Closing Date (or such later time as an officer of the Borrower, and not individually, that, immediately before and immediately after giving effect shall be acceptable to the Borrowing requested hereby, such Borrowing (and the incurrence or existence of the Liens created pursuant to the Loan Documents) is permitted under all material Debt of Borrower (including (a) the 2009 Senior Note Indenture, including Section 3.10(c) thereof, (b) the 2009 Senior Subordinated Convertible Note Indenture, (c) the Recovery Zone Bonds Loan Agreements, including Section 4.07(c) thereof, (d) the Term Loan Agreement and (e) any other material Debt for Borrowed Money of or binding upon Borrower or its properties) and that no default or event of default thereunder would immediately arise as a result of such BorrowingAdministrative Agent). NAVISTAR, INC., as Borrower By: Name: Title: 3 5 Specify a Base LIBO Rate Borrowing or a LIBOR an ABR Borrowing. 4 6 The initial Interest Period applicable to a LIBOR LIBO Rate Borrowing shall be subject to the definition of “Interest Period”. AMSCAN HOLDINGS, INC. By: Name: Title: $[ ] New York, New York [•], 201[•] FOR VALUE RECEIVED, the undersigned, NAVISTARAMSCAN HOLDINGS, INC., a Delaware corporation (the “Borrower”), hereby promises to pay on demand to [ ] (the “Lender”) or its registered assigns, at the office of Bank of America, N.A. Credit Suisse AG (the “Administrative Agent”) at Eleven Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, the principal sum of $[ADDRESS]______] or such lesser amount as is outstanding from time to time, on the dates and in the amounts set forth in the Amended and Restated ABL Term Loan Credit Agreement dated as of August [ ]December 2, 2012 2010 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, AAH Holdings Corporation, the Lenders Subsidiaries from time to time party thereto, Bank of America, N.A., as administrative agent for the Lenders thereunder (“Bank of America” or, together with any successor administrative agent appointed pursuant thereto, in such capacity and including any permitted successor or assign, the “Administrative Agent”), party thereto and the other parties party theretoAgent, in lawful money of the United States of America in immediately available funds, the aggregate unpaid principal amount of all Loans made by the Lender to the America. The Borrower pursuant to the Credit Agreement and also promises to pay interest from the date of such Loans on the principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on the dates provided in the Credit Agreement. Terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement. The Borrower promises to pay interest, on written demand, on any overdue principal and, to the extent permitted by law, overdue interest from the due dates at a rate or rates provided in the Credit Agreement. The Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoeverkind. The nonexercise non-exercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any other subsequent instance. All borrowings evidenced by this promissory note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedules attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this promissory noteNote. [This promissory note is being issued as a replacement for, and in substitution of, the original Promissory Note, dated as of October 18, 2011 (the “Original Note”), issued pursuant to the ABL Credit Agreement, dated as of October 18, 2011, among the Borrower, IC Bus, LLC, an Arkansas limited liability company, SST Truck Company LLC, a Delaware limited liability company, IC Bus of Oklahoma, LLC, a Delaware limited liability company, Navistar Diesel of Alabama, LLC, a Delaware limited liability company, Monaco RV, LLC (f/k/a Navistar RV, LLC), a Delaware limited liability company, Navistar Big Bore Diesels, LLC, a Delaware limited liability company and Workhorse Custom Chassis, LLC, an Illinois limited liability company, the Lenders from time to time party thereto, Bank of America, N.A., as administrative agent for the Lenders thereunder, and the other parties party thereto in favor of the Lender in the original maximum principal amount of $[•], provided that this promissory note is not intended to be a novation of the obligations or liabilities existing under the Original Note.]14 This promissory note is one of the promissory notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This promissory note is entitled to the benefit of the Credit Agreement and is guaranteed and secured as provided therein and in the other Loan Documents referred to in the Credit Agreement. THE ASSIGNMENT OF THIS NOTE AND ANY RIGHTS WITH RESPECT THERETO IS SUBJECT TO THE PROVISIONS OF THE CREDIT AGREEMENT INCLUDING THE PROVISIONS GOVERNING THE REGISTER AND THE PARTICIPANT REGISTER. THIS PROMISSORY NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW LAWS OF THE STATE OF NEW YORK. NAVISTARAMSCAN HOLDINGS, INC. By: Name: Title: 14 To be included in notes issued in replacement Credit Suisse AG, as Administrative Agent for the Lenders referred to below Eleven Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Agency Group [•], 201[•]7 Ladies and Gentlemen: Reference is made to the Term Loan Agreement dated as of notes issued under December 2, 2010, among Amscan Holdings, Inc., a Delaware corporation (the Original “Borrower”), AAH Holdings Corporation, a Delaware corporation, the Subsidiaries of the Borrower from time to time party thereto, the Lenders parties thereto, Credit Suisse AG, as administrative agent and collateral agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). SECURITY AGREEMENTTerms defined in the Credit Agreement are used herein with the same meanings. The undersigned hereby gives you notice pursuant to Section 2.05 of the Credit Agreement of an interest rate election, and in that connection sets forth below the terms thereof:
(A) on [date] (which is a Business Day) convert $[____]8 of the aggregate outstanding principal amount of the Term Loans, bearing interest at the [_________] Rate, into a(n) [_____] Loan [and, in the case of a LIBO Rate Loan, having an Interest Period of [______] month(s)];
(B) on [date] (which is a Business Day) continue $[____]2 of the aggregate outstanding principal amount of the Term Loan, bearing interest at the LIBO Rate, as LIBO Loans having an Interest Period of [_____] month(s)]. 7 Must be notified in writing or by telephone (with such telephonic notification to be confirmed promptly in writing) (i) in the case of a LIBO Rate Borrowing, not later than 12:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 12:00 p.m., New York City time, one (1) Business Day prior to the date of the proposed Borrowing. 8 Not less than an aggregate principal amount as indicated in Section 2.02(c) and in an integral multiple as indicated therein. AMSCAN HOLDINGS, INC. By: Name: Title:
Appears in 1 contract
Account Number and Location. The undersigned Borrower hereby certifies in his capacity as an officer represents and warrants to the Administrative Agent and the Lenders that, on the date of the Borrower, Borrowing Request and not individually, that, immediately before and immediately after giving effect to on the Borrowing requested hereby, such Borrowing (and the incurrence or existence date of the Liens created pursuant to related Borrowing, the Loan Documents) is permitted under all material Debt of Borrower (including conditions specified in paragraphs (a) the 2009 Senior Note Indenture, including Section 3.10(c) thereof, and (b) of Section 4.02 of the 2009 Senior Subordinated Convertible Note IndentureCredit Agreement have been satisfied. [NAME OF BORROWER], (c) the Recovery Zone Bonds Loan Agreements, including Section 4.07(c) thereof, (d) the Term Loan Agreement and (e) any other material Debt for Borrowed Money of or binding upon Borrower or its properties) and that no default or event of default thereunder would immediately arise as a result of such Borrowing. NAVISTAR, INC., as Borrower By: Name: Title: 3 Specify a Base Rate Borrowing or a LIBOR Borrowing. 4 The initial Interest Period applicable to a LIBOR Borrowing shall be subject to the definition BORROWING SUBSIDIARY AGREEMENT dated as of “Interest Period”. $[ ] New York, New York [•], 201[•] FOR VALUE RECEIVED, the undersigned, NAVISTAR, INC.20 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Borrower”"Company"), hereby promises to pay to [ [NAME OF BORROWING SUBSIDIARY] (the “Lender”) or its registered assigns"New Borrowing Subsidiary"), at the office of Bank of Americaand DEUTSCHE BANK AG NEW YORK BRANCH, N.A. as Administrative Agent (the “"Administrative Agent”) at [ADDRESS], on "). Reference is hereby made to the dates and in the amounts set forth in the Amended and Restated ABL Credit Agreement dated as of August [ ]April 12, 2012 2011 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “"Credit Agreement”"), by and among the BorrowerCompany, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent and Deutsche Bank of AmericaAG, N.A.Canada Branch, as administrative agent for the Lenders thereunder (“Bank of America” or, together with any successor administrative agent appointed pursuant thereto, in such capacity and including any permitted successor or assign, the “Canadian Administrative Agent”), and the other parties party thereto, in lawful money of the United States of America in immediately available funds, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Credit Agreement and to pay interest from the date of such Loans on the principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on the dates provided in the Credit Agreement. Terms Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Borrower promises Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to pay interest, on written demand, on any overdue principal andthe conditions therein set forth, to make Loans to, and to accept and purchase B/As drawn by, the extent permitted by law, overdue interest from Company and Borrowing Subsidiaries. The Company and the due dates at New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a rate or rates provided in Borrowing Subsidiary under the Credit Agreement. Borrower hereby waives diligence, presentment, demand, protest and notice The Company represents that the New Borrowing Subsidiary is a Subsidiary organized under the laws of any kind whatsoever. The nonexercise by Company agrees that the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any other instance. All borrowings evidenced by this promissory note and all payments and prepayments Guarantee of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedules attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this promissory note. [This promissory note is being issued as a replacement for, and in substitution of, the original Promissory Note, dated as of October 18, 2011 (the “Original Note”), issued pursuant to the ABL Credit Agreement, dated as of October 18, 2011, among the Borrower, IC Bus, LLC, an Arkansas limited liability company, SST Truck Company LLC, a Delaware limited liability company, IC Bus of Oklahoma, LLC, a Delaware limited liability company, Navistar Diesel of Alabama, LLC, a Delaware limited liability company, Monaco RV, LLC (f/k/a Navistar RV, LLC), a Delaware limited liability company, Navistar Big Bore Diesels, LLC, a Delaware limited liability company and Workhorse Custom Chassis, LLC, an Illinois limited liability company, the Lenders from time to time party thereto, Bank of America, N.A., as administrative agent for the Lenders thereunder, and the other parties party thereto in favor of the Lender in the original maximum principal amount of $[•], provided that this promissory note is not intended to be a novation of the obligations or liabilities existing under the Original Note.]14 This promissory note is one of the promissory notes referred to contained in the Credit Agreement that, among other things, contains provisions for will apply to the acceleration Obligations of the maturity hereof upon the happening New Borrowing Subsidiary. Upon execution of certain events, for optional and mandatory prepayment this Agreement by each of the principal hereof prior Company, the New Borrowing Subsidiary and the Administrative Agent, [and the execution and delivery to the maturity hereof Administrative Agent of a supplement to the Subsidiary Guarantee Agreement by the New Subsidiary Borrower(5)] , the New Borrowing Subsidiary shall be a party to the Credit Agreement and shall constitute a "Borrowing Subsidiary" and a "Borrower" for all purposes thereof, and the amendment or waiver of certain New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement, all upon Agreement that by the terms and conditions therein specified. This promissory note is entitled to the benefit of the Credit Agreement and is guaranteed and secured as provided therein and in the other Loan Documents referred are applicable to in the Credit Agreement. THIS PROMISSORY NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. NAVISTAR, INC. By: Name: Title: 14 To be included in notes issued in replacement of notes issued under the Original Credit Agreement. SECURITY AGREEMENTit.
Appears in 1 contract
Account Number and Location. The undersigned hereby certifies in his capacity as an officer of 1 Specify whether the Borrower, and not individually, that, immediately before and immediately after giving effect to the requested Borrowing requested hereby, such Borrowing (and the incurrence or existence of the Liens created pursuant to the Loan Documents) is permitted under all material Debt of Borrower (including (a) the 2009 Senior Note Indenture, including Section 3.10(c) thereof, is to be a Global Tranche Borrowing or a US/UK Tranche Borrowing and (b) an ABR Borrowing, Canadian Base Rate Borrowing or Eurocurrency Borrowing. 2 Amount must be at least equal to the 2009 Senior Subordinated Convertible Note Indentureapplicable Borrowing Minimum and an integral multiple of the applicable Borrowing Multiple; provided that an ABR Borrowing or a Canadian Base Rate Borrowing may be in an aggregate amount that is equal to the aggregate available Global Tranche Commitments or US/UK Tranche Commitments, as applicable. 3 Date of Borrowing must be a Business Day. 4 Required in the case of a Eurocurrency Borrowing and must be a period contemplated by the definition of the term “Interest Period” in the Credit Agreement. [The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that, on the date of the Borrowing Request and on the date of the related Borrowing, the conditions specified in paragraphs (ca) the Recovery Zone Bonds Loan Agreements, including Section 4.07(c) thereof, (d) the Term Loan Agreement and (eb) any other material Debt for Borrowed Money of or binding upon Borrower or its properties) and that no default or event Section 4.03 of default thereunder would immediately arise as a result of such Borrowing. NAVISTARthe Credit Agreement have been satisfied.5] [NAME OF BORROWER], INC., as Borrower By: Name: Title: 3 Specify a Base Rate 5 Only to be included in Borrowing or a LIBOR BorrowingRequests delivered after the Closing Date. 4 The initial Interest Period applicable to a LIBOR Borrowing shall be subject to the definition BORROWING SUBSIDIARY AGREEMENT dated as of “Interest Period”. $[ ] New York, New York [•], 201[•] FOR VALUE RECEIVED, the undersigned, NAVISTAR, INC.20 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “BorrowerCompany”), hereby promises to pay to [ [NAME OF BORROWING SUBSIDIARY] (the “LenderNew Borrowing Subsidiary”) or its registered assigns), at the office of Bank of Americaand DEUTSCHE BANK AG NEW YORK BRANCH, N.A. as Administrative Agent (the “Administrative Agent”) at [ADDRESS], on ). Reference is hereby made to the dates and in the amounts set forth in the Amended and Restated ABL Credit Agreement dated as of August [ ]April 3, 2012 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the BorrowerCompany, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent and Deutsche Bank of AmericaAG, N.A.Canada Branch, as administrative agent for the Lenders thereunder (“Bank of America” or, together with any successor administrative agent appointed pursuant thereto, in such capacity and including any permitted successor or assign, the “Canadian Administrative Agent”), and the other parties party thereto, in lawful money of the United States of America in immediately available funds, the aggregate unpaid principal amount of all Loans made by the Lender to the Borrower pursuant to the Credit Agreement and to pay interest from the date of such Loans on the principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on the dates provided in the Credit Agreement. Terms Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Borrower promises Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to pay interest, on written demand, on any overdue principal andthe conditions therein set forth, to make Loans to, and to accept and purchase B/As drawn by, the extent permitted by law, overdue interest from Company and Borrowing Subsidiaries. The Company and the due dates at New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a rate or rates provided in Borrowing Subsidiary under the Credit Agreement. Borrower hereby waives diligence, presentment, demand, protest and notice The Company represents that the New Borrowing Subsidiary is a Subsidiary organized under the laws of any kind whatsoever. The nonexercise by Company agrees that the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any other instance. All borrowings evidenced by this promissory note and all payments and prepayments Guarantee of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedules attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this promissory note. [This promissory note is being issued as a replacement for, and in substitution of, the original Promissory Note, dated as of October 18, 2011 (the “Original Note”), issued pursuant to the ABL Credit Agreement, dated as of October 18, 2011, among the Borrower, IC Bus, LLC, an Arkansas limited liability company, SST Truck Company LLC, a Delaware limited liability company, IC Bus of Oklahoma, LLC, a Delaware limited liability company, Navistar Diesel of Alabama, LLC, a Delaware limited liability company, Monaco RV, LLC (f/k/a Navistar RV, LLC), a Delaware limited liability company, Navistar Big Bore Diesels, LLC, a Delaware limited liability company and Workhorse Custom Chassis, LLC, an Illinois limited liability company, the Lenders from time to time party thereto, Bank of America, N.A., as administrative agent for the Lenders thereunder, and the other parties party thereto in favor of the Lender in the original maximum principal amount of $[•], provided that this promissory note is not intended to be a novation of the obligations or liabilities existing under the Original Note.]14 This promissory note is one of the promissory notes referred to contained in the Credit Agreement that, among other things, contains provisions for will apply to the acceleration Obligations of the maturity hereof upon the happening New Borrowing Subsidiary. Upon execution of certain events, for optional and mandatory prepayment this Agreement by each of the principal hereof prior Company, the New Borrowing Subsidiary and the Administrative Agent, [and the execution and delivery to the maturity hereof Administrative Agent of a supplement to the Subsidiary Guarantee Agreement by the New Subsidiary Borrower6] , the New Borrowing Subsidiary shall be a party to the Credit Agreement and shall constitute a “Borrowing Subsidiary” and a “Borrower” for all purposes thereof, and the amendment or waiver of certain New Borrowing Subsidiary hereby agrees to be bound by all provisions of the Credit Agreement, all upon Agreement that by the terms and conditions therein specified. This promissory note is entitled to the benefit of the Credit Agreement are applicable to it. This Agreement shall be governed by and is guaranteed and secured as provided therein and construed in accordance with the other Loan Documents referred to in laws of the Credit Agreement. THIS PROMISSORY NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. NAVISTAR, INC. By: Name: Title: 14 To be included in notes issued in replacement State of notes issued under the Original Credit Agreement. SECURITY AGREEMENTNew York.
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