Acknowledgement and Consent to Bail. In of Affected Financial Institutions 148 Section 9.17. Acknowledgement Regarding Any Supported QFCs 149 COMMITMENT SCHEDULE LC COMMITMENT SCHEDULE PRICING SCHEDULE Schedule 1.01(a) Subsidiary Guarantors Schedule 1.01(b) Qualified Parents Schedule 1.01(c) ESG KPI Requirements Schedule 2.16 Existing Letters of Credit Schedule 5.01 Additional Monthly Financial Information Schedule 6.01 Existing Liens Exhibit A-1 - Form of Assignment Exhibit A-2 - Form of Letter of Credit Assignment Exhibit B - [Reserved] Exhibit C-1 - Form of Borrower Security Agreement Exhibit C-2 - Form of Subsidiary Security Agreement Exhibit C-3 - Form of Borrower Canadian Security Agreement Exhibit D - Form of Borrowing Base Certificate Exhibit E - Form of Subsidiary Guarantee Agreement Exhibit F-1 - Form of Collateral Access Agreement (Processor/Warehouse) Exhibit F-2 - Form of Collateral Access Agreement (Landlord) Exhibit G - Certain Definitions from Regulation S-X (as in effect on the date of this Agreement) Exhibit H - Form of Designation Agreement Exhibit I-1 - Form of U.S. Tax Compliance Certificate (Foreign Lenders/Non-Partnerships) Exhibit I-2 - Form of U.S. Tax Compliance Certificate (Foreign Participants/Non-Partnerships) Exhibit I-3 - Form of U.S. Tax Compliance Certificate (Foreign Participants/Partnerships) Exhibit I-4 - Form of U.S. Tax Compliance Certificate (Foreign Lenders/Partnerships) SIXTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 27, 2022 among UNITED STATES STEEL CORPORATION, the SUBSIDIARY GUARANTORS from time to time party hereto, the LENDERS from time to time party hereto, the LC ISSUING BANKS from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.
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Acknowledgement and Consent to Bail. In of Affected EEAAffected Financial Institutions 148 Institution 188Institutions 196 Section 9.179.24. Acknowledgement Regarding Any Supported QFCs 149 COMMITMENT SCHEDULE LC COMMITMENT SCHEDULE PRICING SCHEDULE QFC 188197 SCHEDULES: Schedule 1.01(a) Subsidiary Guarantors – Commitment Schedule Schedule 1.01(b) Qualified Parents – Dutch Auction Schedule 1.01(c) ESG KPI Requirements – Mortgages Schedule 2.16 1.01(d) – Existing Letters of Credit Investments Schedule 5.01 Additional Monthly Financial Information 1.01(f) – Broker-Dealer Subsidiaries Schedule 6.01 1.01(g) – Introducing Broker Subsidiaries Schedule 3.05(a) – Fee Owned Real Estate Assets Schedule 3.13 – Subsidiaries Schedule 3.20 – Certain Regulatory Matters Schedule 5.09 – Unrestricted Subsidiaries Schedule 6.01(i) – Existing Indebtedness Schedule 6.02(l) – Existing Liens Schedule 6.07(bb) – Certain Dispositions Schedule 6.09(e) – Existing Transactions with Affiliates Schedule 9.01 – Borrower’s Website Address for Electronic Delivery EXHIBITS: Exhibit A-1 - – Form of Assignment and Assumption Exhibit A-2 - – Form of Affiliated Lender Assignment and Assumption Exhibit B – Form of Borrowing Request Exhibit C – Form of Compliance Certificate Exhibit D – Form of Interest Election Request Exhibit E – Form of Perfection Certificate Exhibit F – Form of Perfection Certificate Supplement Exhibit G – Form of Promissory Note Exhibit H – Form of Pledge and Security Agreement Exhibit I – Form of Guaranty Agreement Exhibit J-1 – Form of Patent Security Agreement Exhibit J-2 – Form of Trademark Security Agreement Exhibit J-3 – Form of Copyright Security Agreement Exhibit K – Form of Letter of Credit Assignment Request Exhibit B - [Reserved] Exhibit C-1 - Form of Borrower Security Agreement Exhibit C-2 - Form of Subsidiary Security Agreement Exhibit C-3 - Form of Borrower Canadian Security Agreement Exhibit D - Form of Borrowing Base Certificate Exhibit E - Form of Subsidiary Guarantee Agreement Exhibit F-1 - Form of Collateral Access Agreement (Processor/Warehouse) Exhibit F-2 - Form of Collateral Access Agreement (Landlord) Exhibit G - Certain Definitions from Regulation S-X (as in effect on the date of this Agreement) Exhibit H - Form of Designation Agreement Exhibit I-1 - L-1 – Form of U.S. Tax Compliance Certificate (For Foreign Lenders/Non-PartnershipsLenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit I-2 - L-2 – Form of U.S. Tax Compliance Certificate (For Foreign Participants/Non-PartnershipsParticipants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit I-3 - L-3 – Form of U.S. Tax Compliance Certificate (For Foreign Participants/PartnershipsLenders That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit I-4 - L-4 – Form of U.S. Tax Compliance Certificate (For Foreign Lenders/PartnershipsParticipants That Are Partnerships For U.S. Federal Income Tax Purposes) SIXTH AMENDED AND RESTATED Exhibit M – Form of Solvency Certificate Exhibit N – Form of Prepayment Notice CREDIT AGREEMENT AGREEMENT, dated as of May 27July 1, 2022 2019 (this “Agreement”), by and among UNITED STATES STEEL CORPORATIONVictory Capital Holdings, Inc., a Delaware corporation (the “Borrower”), the SUBSIDIARY GUARANTORS Lenders from time to time party heretohereto and Barclays Bank PLC (“Barclays”), as administrative agent and collateral agent for the Secured Parties (in such capacities, together with its successors and assigns in such capacities, the LENDERS from time to time party hereto“Administrative Agent”), the LC ISSUING BANKS from time to time party hereto, a Swingline Lender and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agentan Issuing Bank.
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Acknowledgement and Consent to Bail. In of Affected Financial Institutions 148 Section 9.17Institutions. 156 11.23 Amendment and Restatement 156 11.24 Acknowledgement Regarding Any Supported QFCs 149 COMMITMENT SCHEDULE LC COMMITMENT SCHEDULE PRICING SCHEDULE 157 SCHEDULES Schedule 1.01(a) Subsidiary Guarantors Certain Addresses for Notices Schedule 1.01(b) Qualified Parents Commitments and Applicable Percentages as of the Second Amendment Effective Date Schedule 1.01(c) ESG KPI Requirements Schedule 2.16 Existing Letters of Credit Schedule 5.01 Additional Monthly Financial Information 1.01(d) Responsible Officers Schedule 6.01 5.10 Insurance Schedule 5.19(a) Subsidiaries, Joint Ventures, Partnerships and Other Equity Investments Schedule 5.19(b) Loan Parties Schedule 5.20(b) Intellectual Property Schedule 5.20(c) Deposit Accounts and Securities Accounts Schedule 5.20(d) Real Properties Schedule 5.22 Health Care Laws Schedule 7.01 Liens Existing Liens as of the Second Amendment Effective Date Schedule 7.02 Indebtedness Existing as of the Second Amendment Effective Date Schedule 7.03 Investments Existing as of the Second Amendment Effective Date Schedule 7.08 Transactions with Affiliates EXHIBITS Exhibit A-1 - A Form of Assignment and Assumption Exhibit A-2 - B Form of Letter of Credit Assignment Compliance Certificate Exhibit B - [Reserved] Exhibit C-1 - C Form of Borrower Security Agreement Exhibit C-2 - Form of Subsidiary Security Agreement Exhibit C-3 - Form of Borrower Canadian Security Incremental Term Loan Lender Joinder Agreement Exhibit D - Form of Borrowing Base Incremental Term Note Exhibit E Form of Joinder Agreement Exhibit F Form of Loan Notice Exhibit G Form of Notice of Loan Prepayment Exhibit H Form of Revolving Note Exhibit I Form of Secured Party Designation Notice Exhibit J Form of Solvency Certificate Exhibit E - K Form of Subsidiary Guarantee Agreement Swingline Loan Notice Exhibit F-1 - Form of Collateral Access Agreement (Processor/Warehouse) Exhibit F-2 - Form of Collateral Access Agreement (Landlord) Exhibit G - Certain Definitions from Regulation S-X (as in effect on the date of this Agreement) Exhibit H - Form of Designation Agreement Exhibit I-1 - Form L Forms of U.S. Tax Compliance Certificate (Foreign Lenders/Non-Partnerships) Certificates Exhibit I-2 - M Form of U.S. Tax Compliance Certificate (Foreign Participants/Non-Partnerships) Exhibit I-3 - Form of U.S. Tax Compliance Certificate (Foreign Participants/Partnerships) Exhibit I-4 - Form of U.S. Tax Compliance Certificate (Foreign Lenders/Partnerships) SIXTH Term Note This AMENDED AND RESTATED CREDIT AGREEMENT dated is entered into as of May 27June 29, 2022 2018, among UNITED STATES STEEL CORPORATIONAMEDISYS, INC., a Delaware corporation (the “Company”), AMEDISYS HOLDING, L.L.C., a Louisiana limited liability company (“Amedisys Holding” and together with the Company, each a “Borrower” and collectively, the SUBSIDIARY GUARANTORS from time to time party hereto“Borrowers”), the LENDERS from time to time party heretoGuarantors (defined herein), the LC ISSUING BANKS from time to time party heretoLenders (defined herein), and JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent Agent, Swingline Lender and Collateral AgentL/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (Amedisys Inc)
Acknowledgement and Consent to Bail. In of Affected EAA<Affected> Financial Institutions 148 Section 9.17. 98<114> SECTION 9.19 Transitional Arrangements 98<114> <SECTION 9.20 Acknowledgement Regarding Any Supported QFCs 149 COMMITMENT SCHEDULE LC COMMITMENT SCHEDULE PRICING SCHEDULE 115> SCHEDULES: Schedule 1.01(a) Subsidiary Guarantors EGL — Eligible Ground Leases Schedule 1.01(b) Qualified Parents ES — Excluded Subsidiaries Schedule 1.01(c) ESG KPI Requirements 2.01A — Lenders; Commitments Schedule 2.16 2.01B — Swingline Lenders; Swingline Commitments Schedule 2.01C — Issuing Banks; Letter of Credit Commitments Schedule 2.06 — Existing Letters of Credit Schedule 5.01 Additional Monthly Financial Information 3.05 — Unencumbered Properties Schedule 3.06 — Disclosed Matters Schedule 3.14 — Subsidiaries <Schedule 6.01 — Existing Liens Indebtedness> <Schedule 6.02 — Existing Liens> EXHIBITS: Exhibit A-1 - A — Form of Assignment Exhibit A-2 - Form of Letter of Credit Assignment and Assumption Exhibit B - [Reserved] Exhibit C-1 - Form of Borrower Security Agreement Exhibit C-2 - Form of Subsidiary Security Agreement Exhibit C-3 - Form of Borrower Canadian Security Agreement Exhibit D - — Form of Borrowing Base Certificate Request Exhibit E - Form of Subsidiary Guarantee Agreement Exhibit F-1 - Form of Collateral Access Agreement (Processor/Warehouse) Exhibit F-2 - Form of Collateral Access Agreement (Landlord) Exhibit G - Certain Definitions from Regulation S-X (as in effect on the date of this Agreement) Exhibit H - Form of Designation Agreement Exhibit I-1 - C-1 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders/Non-PartnershipsLenders That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit I-2 - C-2 — Form of U.S. Tax Compliance Certificate (For Foreign Participants/Non-PartnershipsLenders That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit I-3 - C-3 — Form of U.S. Tax Compliance Certificate (For Foreign Participants/PartnershipsParticipants That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit I-4 - C-4 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders/PartnershipsParticipants That Are Partnerships for U.S. Federal Income Tax Purposes) SIXTH Exhibit D-1 — Form of Revolving Loan Note Exhibit D-2 — Form of Swingline Loan Note Exhibit E — Form of Compliance Certificate <Exhibit F – Form of Covenant Waiver Period Pledge Agreement> <Exhibit G – Form of Intercreditor Agreement> AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”) dated as of May 27January 11, 2022 2018, among UNITED STATES STEEL CORPORATIONXHR LP, the SUBSIDIARY GUARANTORS from time to time party heretoa Delaware limited partnership, the LENDERS from time to time party hereto, the LC ISSUING BANKS from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.
Appears in 1 contract
Samples: Revolving Credit Agreement (Xenia Hotels & Resorts, Inc.)
Acknowledgement and Consent to Bail. In of Affected Financial Institutions 148 Section 9.17. 161164 SECTION 9.24 Recovery of Erroneous Payments 161164 SECTION 9.25 Acknowledgement Regarding Any Supported QFCs 149 COMMITMENT SCHEDULE LC COMMITMENT SCHEDULE PRICING SCHEDULE 162165 ARTICLE X U.S. GUARANTY 163166 SECTION 10.01 Guaranty 163166 SECTION 10.02 Guaranty of Payment 163166 SECTION 10.03 No Discharge or Diminishment of U.S. Guaranty. 163166 SECTION 10.04 Defenses Waived 164167 SECTION 10.05 Rights of Subrogation 165168 SECTION 10.06 Reinstatement; Stay of Acceleration 165168 SECTION 10.07 Information 165168 SECTION 10.08 Taxes 165168 SECTION 10.09 Maximum Liability 165168 SECTION 10.10 Contribution 166169 SECTION 10.11 Liability Cumulative 166169 SECTION 10.12 Common Enterprise 166169 ARTICLE XI THE BORROWER REPRESENTATIVE 167170 SECTION 11.01 Appointment; Nature of Relationship 167170 SECTION 11.02 Powers 167170 SECTION 11.03 Employment of Agents 167170 SECTION 11.04 Notices 167170 SECTION 11.05 Successor Borrower Representative 167170 SECTION 11.06 Execution of Loan Documents 168171 SECTION 11.07 Reporting 168171 v TABLE OF CONTENTS SCHEDULES AND EXHIBITS Schedules: Commitment Schedule 1.01(a) Subsidiary Guarantors Schedule 1.01(b) Qualified Parents 1.01 Tax Sharing Agreements Schedule 1.01(c) ESG KPI Requirements Schedule 2.16 2.06 Existing Letters of Credit Schedule 5.01 Additional Monthly Financial Information 3.05(a) Real Property Schedule 6.01 3.05(b) Intellectual Property Schedule 3.06 Flood Zones Schedule 3.07 Disclosed Matters Schedule 3.15 Insurance Schedule 3.16 Capitalization and Subsidiaries Schedule 4.01(n) Mortgaged Properties Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 6.04(m) Captive Insurance Company Investment Guidelines Schedule 6.07 Commodity Price Risk Management Guidelines Schedule 6.10 Existing Restrictions Schedule 9.04 Voting Participants Exhibits: Exhibit A-1 - Form of Assignment Exhibit A-2 - Form of Letter of Credit Assignment Exhibit B - [Reserved] Exhibit C-1 - Form of Borrower Security Agreement Exhibit C-2 - Form of Subsidiary Security Agreement Exhibit C-3 - Form of Borrower Canadian Security Agreement Exhibit D - A Form of Borrowing Base Certificate Request Exhibit E - B Form of Subsidiary Guarantee Issuance Request Exhibit C Form of Interest Election Request Exhibit D Form of Incremental Commitment Joinder Agreement Exhibit F-1 - E-1 Form of Collateral Access Agreement (Processor/Warehouse) Revolving Note Exhibit F-2 - E-2 Form of Collateral Access Agreement (Landlord) Swingline Note Exhibit G - Certain Definitions from Regulation S-X (as in effect on the date of this Agreement) Exhibit H - E-3 Form of Designation Agreement Term Note Exhibit I-1 - F-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders/Non-Partnerships) Exhibit I-2 - F-2 Form of U.S. Tax Compliance Certificate (Foreign Participants/Non-Partnerships) Exhibit I-3 - F-3 Form of U.S. Tax Compliance Certificate (Foreign Participants/Partnerships) Exhibit I-4 - F-4 Form of U.S. Tax Compliance Certificate (Foreign Lenders/Partnerships) SIXTH AMENDED AND RESTATED CREDIT AGREEMENT dated as Exhibit G Form of May 27, 2022 among UNITED STATES STEEL CORPORATION, the SUBSIDIARY GUARANTORS from time to time party hereto, the LENDERS from time to time party hereto, the LC ISSUING BANKS from time to time party hereto, Bank Product Provider Letter Exhibit H Form of Compliance Certificate Exhibit I Form of Assignment and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.Assumption Exhibit J Form of Joinder Agreement
Appears in 1 contract
Acknowledgement and Consent to Bail. In of Affected EEA Financial Institutions 148 Section 9.17. Acknowledgement Regarding Any Supported QFCs 149 COMMITMENT SCHEDULE 144 SCHEDULES: Schedule 2.01 – Commitments / Specified LC COMMITMENT SCHEDULE PRICING SCHEDULE Exposure Sublimits Schedule 1.01(a3.01 – Subsidiaries Schedule 3.06 – Disclosed Matters Schedule 3.17 – Franchise and License Matters Schedule 3.18 – Matters Relating to Cable Systems Schedule 5.09(c) Subsidiary Guarantors Schedule 1.01(b) Qualified Parents Schedule 1.01(c) ESG KPI Requirements Schedule 2.16 Existing Letters of Credit Schedule 5.01 Additional Monthly Financial Information – Post-Closing Matters Schedule 6.01 – Existing Indebtedness Schedule 6.02 – Existing Liens Schedule 6.05(f) – Investments Schedule 6.07 – Affiliate Transactions Schedule 6.11 – Dispositions Schedule 6.10 – Burdensome Agreements Schedule 9.01 – Notices EXHIBITS: Exhibit A-1 - A – Form of Assignment and Assumption Exhibit A-2 - B – Form of Letter of Credit Assignment Term Note Exhibit B - [Reserved] Exhibit C-1 - C – Form of Borrower Revolving Note Exhibit D – Form of Security Agreement Exhibit C-2 - Form of Subsidiary Security Agreement Exhibit C-3 - Form of Borrower Canadian Security Agreement Exhibit D - E – Form of Borrowing Base Request Exhibit F – Form of Swingline Loan Notice Exhibit G – Form of Compliance Certificate Exhibit E - H – Form of Subsidiary Guarantee Agreement Exhibit F-1 - Form of Collateral Access Agreement (Processor/Warehouse) Exhibit F-2 - Form of Collateral Access Agreement (Landlord) Exhibit G - Certain Definitions from Regulation S-X (as in effect on the date of this Agreement) Exhibit H - Form of Designation Agreement Exhibit I-1 - – Form of U.S. Tax Compliance Certificate (For Foreign Lenders/Non-PartnershipsLenders that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit I-2 - – Form of U.S. Tax Compliance Certificate (For Foreign Participants/Non-PartnershipsLenders that are Partnerships for U.S. Federal Income Tax Purposes) Exhibit I-3 - – Form of U.S. Tax Compliance Certificate (Foreign Participants/PartnershipsFor Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit I-4 - – Form of U.S. Tax Compliance Certificate (Foreign Lenders/PartnershipsFor Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes) SIXTH AMENDED AND RESTATED Exhibit J – Form of First Lien Intercreditor Agreement Exhibit K – Form of Discounted Prepayment Option Notice Exhibit L – Form of Lender Participation Notice Exhibit M – Form of Discounted Voluntary Prepayment Notice CREDIT AGREEMENT (this “Agreement”) dated as of May 27June 30, 2022 2015, as amended on February 13, 2017 pursuant to Amendment No. 1 to the Credit Agreement, dated as of February 13, 2017, among UNITED STATES STEEL CORPORATIONCABLE ONE, INC., the SUBSIDIARY GUARANTORS from time to time LENDERS party hereto, the LENDERS from time to time party hereto, the LC ISSUING BANKS from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Xxxxx Fargo Bank, National Association, as Syndication Agent.. The parties hereto agree to the following:
Appears in 1 contract
Samples: Credit Agreement (Cable One, Inc.)
Acknowledgement and Consent to Bail. In of Affected Financial Institutions 148 137143 Section 9.1711.20. Governing Law; Submission to Jurisdiction; Service of Process 138144 Section 11.21. Treatment of Certain Information, Confidentiality 145 Section 11.22. Acknowledgement Regarding Any Supported QFCs 149 COMMITMENT SCHEDULE LC COMMITMENT SCHEDULE PRICING SCHEDULE Schedule 1.01(a) Subsidiary Guarantors Schedule 1.01(b) Qualified Parents Schedule 1.01(c) ESG KPI Requirements Schedule 2.16 Existing Letters of Credit Schedule 5.01 Additional Monthly Financial Information Schedule 6.01 Existing Liens 146 Jury Trial Waiver 1148 iv TABLE OF CONTENTS Page Exhibit A-1 - A Form of Assignment Revolving Credit Note Exhibit A-2 - B Form of Swing Line Note Exhibit C Form of Term Note Exhibit D Form of Notice of Loan Exhibit E Form of Letter of Credit Assignment Request Exhibit B - [Reserved] Exhibit C-1 - F Form of Compliance Certificate Exhibit G Form of Additional Borrower Security Assumption Agreement Exhibit C-2 - H Form of Subsidiary Security Agreement Exhibit C-3 - Form of Borrower Canadian Security Agreement Exhibit D - Form of Borrowing Base Certificate Exhibit E - Form of Subsidiary Guarantee Agreement Exhibit F-1 - Form of Collateral Access Agreement (Processor/Warehouse) Exhibit F-2 - Form of Collateral Access Agreement (Landlord) Exhibit G - Certain Definitions from Regulation S-X (as in effect on the date of this Agreement) Exhibit H - Form of Designation Assignment and Assumption Agreement Exhibit I-1 - Form of U.S. Tax Compliance Certificate (For Foreign Lenders/Non-PartnershipsLenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit I-2 - Form of U.S. Tax Compliance Certificate (For Foreign Participants/Non-PartnershipsParticipants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit I-3 - Form of U.S. Tax Compliance Certificate (For Foreign Participants/PartnershipsParticipants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit I-4 - Form of U.S. Tax Compliance Certificate (For Foreign Lenders/PartnershipsLenders That Are Partnerships For U.S. Federal Income Tax Purposes) SIXTH AMENDED AND RESTATED CREDIT AGREEMENT dated as Exhibit J Form of May 27, 2022 among UNITED STATES STEEL CORPORATION, DDTL Note Schedule 1 Commitments of Lenders Schedule 2 Borrowers Schedule 3 Guarantors of Payment Schedule 4 Pledged Securities Schedule 5 Mortgaged Real Property Schedule 5.8 Indebtedness Schedule 5.9 Liens Schedule 5.11 Permitted Investments Schedule 5.17 Affiliate Transactions Schedule 5.23 Restrictive Agreements Schedule 6.1 Corporate Existence; Subsidiaries; Foreign Qualification Schedule 6.4 Litigation and Administrative Proceedings Schedule 6.5 Real Estate Owned by the SUBSIDIARY GUARANTORS from time to time party hereto, the LENDERS from time to time party hereto, the LC ISSUING BANKS from time to time party hereto, Companies Schedule 6.9 Locations Schedule 6.11 Employee Benefits Plans Schedule 6.17 Intellectual Property Schedule 6.18 Insurance Schedule 6.19 Deposit Accounts and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.Securities Accounts Schedule 7.4 Pledged Notes Schedule 7.5 Commercial Tort Claims Schedule 8 Capital Maintenance Rules Schedule 9 Abstract Acknowledgement of Debt v
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Acknowledgement and Consent to Bail. In of Affected EEA Financial Institutions 148 154 Section 9.17. Acknowledgement Regarding Any Supported QFCs 149 COMMITMENT SCHEDULE LC COMMITMENT SCHEDULE PRICING SCHEDULE 11.31 Dutch Legal Matters 155 #4848-6974-4858 SCHEDULES Schedule 1 Lenders and Commitments Schedule 1.01(a) Agreed Security Principles Schedule 1.01(b) [Intentionally Omitted] Schedule 1.01(c) Mortgaged Real Property Schedule 1.01(d) Restricted Subsidiaries and Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors Schedule 1.01(b1.01(f) Qualified Parents Landing Site Schedule 1.01(c1.01(g) ESG KPI Holding Company Merger Schedule 5.10 Tax Returns and Payments Schedule 5.11 Real Property Schedule 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 2.16 Existing Letters 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of Credit CALEA, CPNI, USF, Etc. Schedule 5.01 Additional Monthly Financial Information 6.15 Post-Closing Obligations Schedule 6.01 Existing 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS Exhibit A-1 - A Form of Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Continuation or Conversion Exhibit C Notice of Withdrawal Exhibit D [Intentionally Omitted] Exhibit E [Intentionally Omitted] Exhibit F [Intentionally Omitted] Exhibit G Form of Assignment Agreement Exhibit A-2 - H [Intentionally Omitted] Exhibit I Form of Letter of Credit Assignment Exhibit B - [Reserved] Exhibit C-1 - Form of Borrower Security Intercompany Subordination Agreement Exhibit C-2 - Form of Subsidiary Security Agreement Exhibit C-3 - Form of Borrower Canadian Security Agreement Exhibit D - Form of Borrowing Base Certificate Exhibit E - Form of Subsidiary Guarantee Agreement Exhibit F-1 - Form of Collateral Access Agreement (Processor/Warehouse) Exhibit F-2 - Form of Collateral Access Agreement (Landlord) Exhibit G - Certain Definitions from Regulation S-X (as in effect on the date of this Agreement) Exhibit H - Form of Designation Agreement Exhibit I-1 - J-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders/NonLenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) #4848-Partnerships) 6974-4858 Exhibit I-2 - J-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants/Non-PartnershipsParticipants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit I-3 - J-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants/PartnershipsParticipants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit I-4 - J-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders/PartnershipsLenders That Are Partnerships For U.S. Federal Income Tax Purposes) SIXTH AMENDED AND RESTATED #4848-6974-4858 This PRIMING FACILITY CREDIT AGREEMENT dated is entered into as of May 27December 28, 2022 2020 among UNITED STATES STEEL CORPORATIONthe following: (i) GTT Communications, Inc., a Delaware corporation (the SUBSIDIARY GUARANTORS “Parent Guarantor”); (ii) GTT Communications B.V., a company organized under the laws of the Netherlands (the “Borrower”); (iii) the lenders from time to time party heretohereto (each, a “Lender” and collectively, the LENDERS from time to time party hereto, the LC ISSUING BANKS from time to time party hereto, “Lenders”); and JPMORGAN CHASE BANK, N.A.(iv) Delaware Trust Company, as the administrative agent (the “Administrative Agent and Collateral Agent”).
Appears in 1 contract
Samples: Priming Facility Credit Agreement (GTT Communications, Inc.)
Acknowledgement and Consent to Bail. In of Affected EEA Financial Institutions 148 Section 9.17. Acknowledgement Regarding Any Supported QFCs 149 COMMITMENT SCHEDULE LC COMMITMENT SCHEDULE PRICING SCHEDULE 164166 SCHEDULES Schedule 1 Lenders and Commitments Schedule 1.01(a) Subsidiary Guarantors Agreed Security Principles Schedule 1.01(b) Qualified Parents Schedule 1.01(c) ESG KPI Requirements Schedule 2.16 Existing Letters of Credit Schedule 5.01 Additional Monthly Financial Information 1.01(c) Mortgaged Real Property Schedule 6.01 Existing 1.01(d) Restricted Subsidiaries and Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.11 Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule 6.15 Post-Closing Obligations Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS Exhibit A-1 - Form of Revolving Facility Note Exhibit A-2 Form of U.S. Term Note Exhibit A-3 Form of EMEA Term Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Continuation or Conversion Exhibit B-3 Form of LC Request Exhibit C [Intentionally Omitted] Exhibit D Form of Solvency Certificate -ix- Exhibit E Form of Compliance Certificate Exhibit F [Intentionally Omitted] Exhibit G Form of Assignment Agreement Exhibit A-2 - H [Intentionally Omitted] Exhibit I Form of Letter of Credit Assignment Exhibit B - [Reserved] Exhibit C-1 - Form of Borrower Security Intercompany Subordination Agreement Exhibit C-2 - Form of Subsidiary Security Agreement Exhibit C-3 - Form of Borrower Canadian Security Agreement Exhibit D - Form of Borrowing Base Certificate Exhibit E - Form of Subsidiary Guarantee Agreement Exhibit F-1 - Form of Collateral Access Agreement (Processor/Warehouse) Exhibit F-2 - Form of Collateral Access Agreement (Landlord) Exhibit G - Certain Definitions from Regulation S-X (as in effect on the date of this Agreement) Exhibit H - Form of Designation Agreement Exhibit I-1 - J-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders/Non-PartnershipsLenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit I-2 - J-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants/Non-PartnershipsParticipants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit I-3 - J-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants/PartnershipsParticipants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit I-4 - J-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders/PartnershipsLenders That Are Partnerships For U.S. Federal Income Tax Purposes) SIXTH AMENDED AND RESTATED -x- This CREDIT AGREEMENT dated is entered into as of May 2731, 2022 2018 among UNITED STATES STEEL CORPORATIONthe following: (i) GTT Communications, Inc., a Delaware corporation (the “U.S. Borrower”); (ii) GTT Communications B.V., a company organized under the laws of the Netherlands and a wholly-owned subsidiary of the U.S. Borrower (the “EMEA Borrower” and, together with the U.S. Borrower, each, a “Borrower” and collectively, the SUBSIDIARY GUARANTORS “Borrowers”); (iii) the lenders from time to time party heretohereto (each, a “Lender” and collectively, the LENDERS from time to time party hereto“Lenders”); and (iv) KeyBank National Association, as the LC ISSUING BANKS from time to time party heretoadministrative agent (the “Administrative Agent”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agentan LC Issuer (as hereinafter defined).
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Acknowledgement and Consent to Bail. In of Affected EEA Financial Institutions 148 Section 9.17. Acknowledgement Regarding Any Supported QFCs 149 COMMITMENT SCHEDULE LC COMMITMENT SCHEDULE PRICING SCHEDULE Schedule 1.01(a) Subsidiary Guarantors Schedule 1.01(b) Qualified Parents Schedule 1.01(c) ESG KPI Requirements Schedule 2.16 Existing Letters of Credit Schedule 5.01 Additional Monthly Financial Information Schedule 6.01 Existing Liens 211 Exhibits and Schedules Exhibit A-1 - A Form of Assignment Exhibit A-2 - Form of Letter of Credit Assignment and Acceptance Exhibit B - [Reserved] Exhibit C-1 - Form of Borrower Security Agreement Exhibit C-2 - Form of Subsidiary Security Agreement Exhibit C-3 - Form of Borrower Canadian Security Agreement Exhibit D - Form of Borrowing Base Request Exhibit C Form of Swingline Borrowing Request Exhibit D Form of Interest Election Request Exhibit E Form of Mortgage Exhibit F Form of Permitted Loan Purchase Assignment and Acceptance Exhibit G Form of Discounted Prepayment Option Notice Exhibit H Form of Lender Participation Notice Exhibit I Form of Discounted Voluntary Prepayment Notice Exhibit J Form of Solvency Certificate Exhibit E - K Form of Global Intercompany Note Exhibit L Form of Subordination, Non-Disturbance and Attornment Agreement Exhibit M Form of Collateral Agreement Exhibit N Form of Subsidiary Guarantee Agreement Exhibit F-1 - O Form of Collateral Access First Lien Intercreditor Agreement (Processor/Warehouse) Exhibit F-2 - P Form of Collateral Access Second Lien Intercreditor Agreement (LandlordSchedule 1.01(A) Exhibit G - Certain Definitions from Regulation SMortgaged Properties Schedule 1.01(B) Existing Letters of Credit Schedule 1.01(C) Subsidiary Loan Parties Schedule 1.01(D) Undeveloped Land Schedule 1.01(E) Closing Date Unrestricted Subsidiaries Schedule 1.01(F) Post-X (as in effect on the date of this AgreementClosing Restructuring Transaction Schedule 2.01 Commitments Schedule 3.01 Organization; Powers Schedule 3.04 Governmental Approvals Schedule 3.08(a) Exhibit H - Form of Designation Agreement Exhibit I-1 - Form of U.S. Tax Compliance Certificate (Foreign Lenders/NonSubsidiaries Schedule 3.08(b) Subscriptions Schedule 3.22 Intellectual Property Rights Schedule 4.02(b) Local Counsel Schedule 5.10 Post-PartnershipsClosing Items Schedule 6.01 Existing Indebtedness Schedule 6.02(a) Exhibit I-2 - Form of U.S. Tax Compliance Certificate (Foreign Participants/Non-Partnerships) Exhibit I-3 - Form of U.S. Tax Compliance Certificate (Foreign Participants/Partnerships) Exhibit I-4 - Form of U.S. Tax Compliance Certificate (Foreign Lenders/Partnerships) SIXTH AMENDED AND RESTATED Existing Liens Schedule 6.04 Existing Investments Schedule 6.07 Transactions with Affiliates Schedule 9.01 Notice Information FIRST LIEN CREDIT AGREEMENT dated as of May 27October 11, 2022 2013 (this “Agreement”), among UNITED STATES STEEL CORPORATION(a) CAESARS ENTERTAINMENT RESORT PROPERTIES, LLC, a Delaware limited liability company (“CERP LLC”), (b) CAESARS ENTERTAINMENT RESORT PROPERTIES FINANCE, INC., a Delaware corporation (“CERP Finance”) and (c) (i) XXXXXX’X LAS VEGAS, LLC, a Nevada limited liability company, (ii) XXXXXX’X ATLANTIC CITY HOLDING, INC., a New Jersey corporation, (iii) RIO PROPERTIES, LLC, a Nevada limited liability company, (iv) FLAMINGO LAS VEGAS HOLDING, LLC, a Nevada limited liability company, (v) XXXXXX’X LAUGHLIN, LLC, a Nevada limited liability company and (vi) PARIS LAS VEGAS HOLDING, LLC, a Nevada limited liability company ((i) through (vi) of this clause (c), collectively the “CMBS Borrowers” or each, a “CMBS Borrower”, together with CERP LLC and CERP Finance, the SUBSIDIARY GUARANTORS “Borrowers”), the LENDERS party hereto from time to time party heretoand CITICORP NORTH AMERICA, the LENDERS from time to time party hereto, the LC ISSUING BANKS from time to time party hereto, and JPMORGAN CHASE BANK, N.A.INC., as Administrative Agent administrative agent and Collateral Agentcollateral agent for the Lenders.
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Samples: First Lien Credit Agreement (CAESARS ENTERTAINMENT Corp)
Acknowledgement and Consent to Bail. In of Affected Financial Institutions 148 167 Section 9.1712.24. Acknowledgement Regarding Any Supported QFCs 149 COMMITMENT SCHEDULE LC COMMITMENT SCHEDULE PRICING SCHEDULE Schedule 1.01(a) Subsidiary Guarantors Schedule 1.01(b) Qualified Parents Schedule 1.01(c) ESG KPI Requirements Schedule 2.16 Existing Letters Recognition of Credit Schedule 5.01 Additional Monthly Financial Information Schedule 6.01 Existing Liens the U.S. Special Resolution Regimes 168 Section 12.25. ERISA Representations 169 Exhibit A-1 - Form of Assignment Term Note Exhibit A-2 - Form of Revolving Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Conversion/Continuation Exhibit B-3 Form of Letter of Credit Assignment Notice Exhibit B - [Reserved] Exhibit C-1 - C Form of Borrower Security Compliance Certificate Exhibit D-1 Form of Assignment and Acceptance Exhibit D-2 Form of Affiliate Assignment and Acceptance Exhibit E Form of Solvency Certificate Exhibit F Joinder Agreement Exhibit C-2 - Form of Subsidiary Security Agreement G Dutch Auction Procedures Exhibit C-3 - Form of Borrower Canadian Security Agreement Exhibit D - Form of Borrowing Base Certificate Exhibit E - Form of Subsidiary Guarantee Agreement Exhibit F-1 - Form of Collateral Access Agreement (Processor/Warehouse) Exhibit F-2 - Form of Collateral Access Agreement (Landlord) Exhibit G - Certain Definitions from Regulation S-X (as in effect on the date of this Agreement) Exhibit H - Form of Designation Agreement Exhibit I-1 - H-1 Form of U.S. Tax Compliance Certificate (for Foreign Lenders/Non-Partnerships) Lenders that are not Partnerships Exhibit I-2 - H-2 Form of U.S. Tax Compliance Certificate (for Foreign Participants/Non-Partnerships) Participants that are not Partnerships Exhibit I-3 - H-3 Form of U.S. Tax Compliance Certificate (for Foreign Participants/Partnerships) Participants that are Partnerships Exhibit I-4 - H-4 Form of U.S. Tax Compliance Certificate (for Foreign Lenders/PartnershipsLenders that are Partnerships Exhibit I-1 First Lien Intercreditor Agreement Exhibit I-2 Junior Intercreditor Agreement Schedule 1.01(a) SIXTH AMENDED AND RESTATED Existing Letters of Credit Schedule 1.01(b) Mortgaged Properties Schedule 1.01(c) Commitments Schedule 3.01(b) Letter of Credit Commitments Schedule 5.03 No Violation Schedule 5.06 Taxes Schedule 5.12 Ownership of Properties Schedule 5.19 Labor Matters Schedule 5.21 Intellectual Property Schedule 6.12 Post-Closing Covenants Schedule 8.02 Indebtedness Schedule 8.03 Liens Schedule 8.05 Investments Schedule 8.07 Transactions with Affiliates THIS CREDIT AGREEMENT (this “Agreement”), dated as of May 27August 12, 2022 2020, is made by and among UNITED STATES STEEL CORPORATIONEMERALD PERFORMANCE MATERIALS, LLC, a Delaware limited liability company, as borrower (the SUBSIDIARY GUARANTORS “Borrower”), EPM Kalama Chemical Holding Corp., a Delaware corporation (“EPM Kalama”) and EPM Polymer Additives Holding Corp., a Delaware corporation (“EPM Polymer”) as the “Holdings Entities” and each individually, a “Holdings Entity” (the Holdings Entities collectively, “Holdings”), certain Restricted Subsidiaries (as hereinafter defined) from time to time party hereto, the LENDERS from time to time party heretoas Subsidiary Guarantors (as hereinafter defined), the LC ISSUING BANKS from time to time party hereto, banks and JPMORGAN CHASE BANK, N.A.financial institutions listed on the signature pages hereto or that become parties hereto on or after the Closing Date (as hereinafter defined), as Administrative Agent Lenders (as hereinafter defined) and Collateral AgentCREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Credit Suisse”), as administrative agent for the Lenders and collateral agent for the Secured Parties (as hereinafter defined).
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Samples: Credit Agreement
Acknowledgement and Consent to Bail. In of Affected Financial Institutions 148 Section 9.1795> <SECTION 9.19. Acknowledgement Regarding Any Supported QFCs 149 COMMITMENT SCHEDULE LC COMMITMENT SCHEDULE PRICING SCHEDULE 96> SCHEDULES: Schedule 1.01(a) Subsidiary Guarantors EGL — Eligible Ground Leases Schedule 1.01(b) Qualified Parents ES — Excluded Subsidiaries Schedule 1.01(c) ESG KPI Requirements 2.01 — Lenders; Commitments Schedule 2.16 3.05 — Unencumbered Properties Schedule 3.06 — Disclosed Matters Schedule 3.14 — Subsidiaries Schedule 6.08—<6.01 –> Existing Letters of Credit Restrictions<Indebtedness> <Schedule 5.01 Additional Monthly Financial Information Schedule 6.01 6.02 – Existing Liens Liens> EXHIBITS: Exhibit A-1 - A — Form of Assignment Exhibit A-2 - Form of Letter of Credit Assignment and Assumption Exhibit B - [Reserved] Exhibit C-1 - Form of Borrower Security Agreement Exhibit C-2 - Form of Subsidiary Security Agreement Exhibit C-3 - Form of Borrower Canadian Security Agreement Exhibit D - — Form of Borrowing Base Certificate Request Exhibit E - Form of Subsidiary Guarantee Agreement Exhibit F-1 - Form of Collateral Access Agreement (Processor/Warehouse) Exhibit F-2 - Form of Collateral Access Agreement (Landlord) Exhibit G - Certain Definitions from Regulation S-X (as in effect on the date of this Agreement) Exhibit H - Form of Designation Agreement Exhibit I-1 - C-1 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders/Non-PartnershipsLenders That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit I-2 - C-2 — Form of U.S. Tax Compliance Certificate (For Foreign Participants/Non-PartnershipsLenders That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit I-3 - C-3 — Form of U.S. Tax Compliance Certificate (For Foreign Participants/PartnershipsParticipants That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit I-4 - C-4 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders/PartnershipsParticipants That Are Partnerships for U.S. Federal Income Tax Purposes) SIXTH AMENDED AND RESTATED CREDIT Exhibit D — Form of Term Note Exhibit E — Form of Compliance Certificate <Exhibit F – Form of Covenant Waiver Period Pledge Agreement> <Exhibit G – Form of Intercreditor Agreement> TERM LOAN AGREEMENT (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”) dated as of May 27October 22, 2022 2015, among UNITED STATES STEEL CORPORATIONXHR LP, the SUBSIDIARY GUARANTORS from time to time party heretoa Delaware limited partnership, the LENDERS from time to time party hereto, the LC ISSUING BANKS from time to time party hereto, and JPMORGAN CHASE XXXXX FARGO BANK, N.A., as Administrative Agent and Collateral Agent.. The parties hereto agree as follows:
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