Annex I (Defined Terms). The following terms have the meanings specified or referred to in this Annex I:
Annex I (Defined Terms). 1 EXHIBIT A-1 to A-8 FORMS OF VOTING AGREEMENTS EXHIBIT B FORM OF PRESS RELEASE EXHIBIT C-1 EMPLOYMENT AGREEMENT OF TERRXXXX X. XXXXX XXXIBIT C-2 EMPLOYMENT AGREEMENT OF CHARXXX XXXXXX 5 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of September 17, 1999, is entered into by and among Targetti Sankxx X.x.A., an Italian corporation ("Parent"), Florxxxx Xxxuisition Corp., a California corporation and a wholly-owned subsidiary of Parent ("Newco"), and Tivoli Industries, Inc., a California corporation (the "Company" and, collectively with Parent and Newco, the "Parties"). The Company and Newco are hereinafter sometimes referred to as the "Constituent Corporations." Certain capitalized terms used herein are defined in Annex I hereto. RECITALS:
Annex I (Defined Terms). The following definitions of “Applicable Advance Multiple”, “Dividend Note”, “Maximum Loan Limit” and “Revolving Loan Commitment” in Annex I of the Loan Agreement shall be amended and restated in their entirety to read as follows:
Annex I (Defined Terms). The following new definitions of “Addus South Carolina”, “Commitments”, “Second Amendment”, “Second Amendment Effective Date”, “Term Loan”, “Term Loan Commitment” and “Term Loan Maturity Date” shall be added to Annex I of the Loan Agreement in the appropriate alphabetical order to read as follows:
Annex I (Defined Terms). The following definitions of “Adjusted EBITDA”, “Earnout Liabilities” and “Pro Rata Share” in Annex I of the Loan Agreement shall be amended and restated in their entirety to read as follows:
Annex I (Defined Terms). 39 SCHEDULE I List of Certain Concentration Limits ................................. S-I-1 SCHEDULE II Description of Receivables ......................................... S-II-1 EXHIBIT A Form of Purchase Notice .................................................A-1 EXHIBIT B Form of Portfolio Reports ...............................................B-1 EXHIBIT C Form of Lock-Box Agreement ..............................................C-1 Attachment A Form of Letter to Lock-Box Bank ........................................ C-4 EXHIBIT D List of Lock-Box Banks ................................................. D-1 EXHIBIT E List of Offices ........................................................ E-1 EXHIBIT F Form of Opinion of Seller's Counsel .................................... F-1 EXHIBIT G Form of Contract ....................................................... G-1 CONSOLIDATED RECEIVABLES SALE AGREEMENT THIS CONSOLIDATED RECEIVABLES SALE AGREEMENT, dated as of November 15, 1996, among THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation (the "Seller"), ASSET SECURITIZATION COOPERATIVE CORPORATION, a California cooperative corporation (the "Primary Purchaser"), CANADIAN IMPERIAL BANK OF COMMERCE, acting through certain offices in the United States of America ("CIBC"), as the standby purchaser (in such capacity, the "Standby Purchaser"; the Primary Purchaser and the Standby Purchaser being collectively called the "Purchasers" and individually sometimes called a "Purchaser") and CIBC, as the servicing agent (in such capacity, the "Servicing Agent") hereunder.
Annex I (Defined Terms). The following new definitions of “First Amendment” and “First Amendment Effective Date” shall be added to Annex I of the Loan Agreement in the appropriate alphabetical order to read as follows:
Annex I (Defined Terms). The following new definitions of “Addus Delaware”, “Third Amendment” and “Third Amendment Effective Date” shall be added to Annex I of the Loan Agreement in the appropriate alphabetical order to read as follows:
Annex I (Defined Terms). The following definition of “Borrowers” in Annex I of the Loan Agreement shall be amended and restated in its entirety to read as follows:
Annex I (Defined Terms). The following new definitions of “Fourth Amendment” and “Fourth Amendment Effective Date” shall be added to Annex I of the Loan Agreement in the appropriate alphabetical order to read as follows:
