ANNEXES, EXHIBITS AND SCHEDULES. Annex I List of Commitments Exhibit A Form of Note Exhibit B-1 Form of Initial Funding Disbursement Request Exhibit B-2 Form of Subsequent Funding Request Exhibit B-3 Form of Invoice Disbursement Request Exhibit C Form of Direction Letter Exhibit D Form of Compliance Certificate Exhibit E Form of Legal Opinion of Xxxxxx & Xxxxxx, special counsel to the Borrower Exhibit F-1 Security Instruments Exhibit F-2 Form of Security Agreement Exhibit G Form of Assignment and Assumption Exhibit H Form of Conveyance of Overriding Royalty Interest Exhibit I Form of Warrant Agreement Exhibit J Form of Letter-in-Lieu Exhibit K Development Plan Exhibit L Form of Pledge Agreement Schedule 1.01 AFE Requirements Schedule 1.02 Approved Counterparties Schedule 8.05 Litigation Schedule 8.06 Environmental Matters Schedule 8.13 Insurance Schedule 8.15 Subsidiaries and Partnerships Schedule 8.17 Title to Properties Schedule 8.19 Gas Imbalances Schedule 8.20 Marketing Contracts Schedule 8.21 Swap Agreements Schedule 8.25 Material Agreements Schedule 8.30 Past Due Accounts Payable Schedule 9.02(e) Notice of Certain Events Schedule 9.18(b)(i) 3% Properties Schedule 9.18(b)(ii) 2% Properties Schedule 10.02 Debt Schedule 10.03 Excepted Liens Schedule 10.05 Investments Schedule 10.07 Leases Schedule 10.23 Net Sales Volumes
ANNEXES, EXHIBITS AND SCHEDULES. All annexes, exhibits and schedules attached hereto, including the Disclosure Schedules, are hereby incorporated in and made a part of this Agreement as if set forth in full herein.
ANNEXES, EXHIBITS AND SCHEDULES. ANNEX A Pricing Grid EXHIBIT A Form of Assignment and Assumption EXHIBIT B Form of Opinions of Xxxxxx & Xxxxxx LLP and Xxxxxx Xxxxxx LLP EXHIBIT C Revolving Loan Borrowing Request EXHIBIT D Letter of Credit Extension Request EXHIBIT E Form of Revolving Note EXHIBIT F Interest Election Request EXHIBIT G Prepayment Notice EXHIBIT H-1 Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships) EXHIBIT H-2 Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships) EXHIBIT H-3 Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships) EXHIBIT H-4 Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships) SCHEDULE 2.01 Lenders and Commitments SCHEDULE 4.01 Restricted Subsidiaries SCHEDULE 6.01(e) Existing Agreements REVOLVING CREDIT AGREEMENT, dated as of December 5, 2014 (this “Agreement”), among COLUMBIA PIPELINE PARTNERS LP, a Delaware limited partnership, as Borrower (the “Borrower”), NISOURCE INC., a Delaware corporation (“NiSource”), COLUMBIA PIPELINE GROUP, INC., a Delaware corporation (“CPG”), CPG OPCO LP, a Delaware limited partnership (“OpCo”), COLUMBIA ENERGY GROUP, a Delaware corporation (“Columbia”), CPG OPCO GP LLC, a Delaware limited liability company, each as a Guarantor (collectively the “Guarantors”), the Lead Arrangers and other Lenders from time to time party hereto, the Co-Documentation Agents party hereto, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Syndication Agent and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
ANNEXES, EXHIBITS AND SCHEDULES. The Disclosure Schedule and all annexes, exhibits and documents expressly incorporated into this Agreement are hereby incorporated into this Agreement and made a part hereof as if set out in full in this Agreement. The specification of any dollar amount in the representations or warranties contained in this Agreement is not intended to imply that such amounts, or higher or lower amounts or other items, are or are not material, and no Party shall use the fact of the setting of such amounts in any dispute or controversy as to whether any obligation, item or matter not described herein or included in a Schedule is or is not material for purposes of this Agreement. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedule shall not (a) be used as a basis for interpreting the terms “material” or other similar terms in this Agreement or to establish a standard of materiality, (b) represent a determination that such item or matter did not arise in the ordinary course of business, (c) be deemed or interpreted to expand the scope of any Party’s representations and warranties, obligations, covenants, conditions or agreements contained herein, (d) constitute, or be deemed to constitute, an admission of liability or obligation regarding such matter, (e) represent a determination that the consummation of the transactions contemplated by this Agreement requires the consent of any third party, (f) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter or (g) constitute, or be deemed to constitute, an admission or indication by Seller that such item meets any or all of the criteria set forth in this Agreement for inclusion in the Disclosure Schedule. No disclosure in the Disclosure Schedule relating to any possible breach or violation of any agreement or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred.
ANNEXES, EXHIBITS AND SCHEDULES. Annex I List of Term Loan Commitments and Maximum Revolving Credit Amounts Annex II Existing Letters of Credit Exhibit A Form of Term Loan Note Exhibit B Form of Revolving Credit Note Exhibit C Form of Borrowing Request Exhibit D Form of Interest Election Request Exhibit E Form of Compliance Certificate Exhibit F Security Instruments as of the Effective Date Exhibit G Form of Guaranty Agreement Exhibit H Form of Security Agreement Exhibit I Form of Assignment and Assumption Exhibit J-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders; not partnerships) Exhibit J-2 Form of U.S. Tax Compliance Certificate (Foreign Participants; not partnerships) Exhibit J-3 Form of U.S. Tax Compliance Certificate (Foreign Participants; partnerships) Exhibit J-4 Form of U.S. Tax Compliance Certificate (Foreign Lenders; partnerships) Exhibit K Form of Parent Joinder Agreement Schedule 1-1 Permitted Fees Schedule 7.05 Litigation Schedule 7.06 Environmental Matters Schedule 7.14 Subsidiaries Schedule 7.18 Gas Imbalances Schedule 7.19 Marketing Contracts Schedule 7.20 Swap Agreements Schedule 9.02 Existing Debt Schedule 9.05 Investments Schedule 9.13 Affiliate Transactions THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 15, 2014, is among: CENTENNIAL RESOURCE PRODUCTION, LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the “Borrower”), as the borrower; the Parent (defined below) from time to time party hereto, as a parent guarantor; each of the Lenders from time to time party hereto; and JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMorgan”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
ANNEXES, EXHIBITS AND SCHEDULES. ANNEX A — Defined Terms EXHIBIT A — Form of Borrowing Base Certificate EXHIBIT B — Financial Statements EXHIBIT C — Form of Notice of Borrowing EXHIBIT D — Form of Notice of Continuation/Conversion EXHIBIT E — Form of Compliance Certificate EXHIBIT F — Form of Assignment and Acceptance Agreement SCHEDULE 1.1 — Lenders’ Commitments (Annex A - Defined Terms) SCHEDULE 1.4 — Existing Letters of Credit SCHEDULE 6.3 — Organization and Qualifications SCHEDULE 6.4 — Prior Names, Mergers; etc. SCHEDULE 6.5 — Subsidiaries and Affiliates SCHEDULE 6.7 — Capitalization SCHEDULE 6.11 — Real Estate; Leases SCHEDULE 6.12 — Proprietary Rights SCHEDULE 6.13 — Trade Names SCHEDULE 6.14 — Litigation SCHEDULE 6.15 — Labor Disputes SCHEDULE 6.16 — Environmental Law SCHEDULE 6.19 — ERISA SCHEDULE 6.26 — Material Agreements SCHEDULE 6.27 — Bank Accounts SCHEDULE 7.10 — Investments SCHEDULE 7.13 — Debt SCHEDULE 7.15 — Affiliate Transactions SCHEDULE 7.18 — Liens AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 30, 2006 (this “Agreement”), among the financial institutions from time to time parties hereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), Bank of America, N.A., as agent for the Lenders (in its capacity as agent, the “Agent”), Banc of America Securities LLC, as sole lead arranger and sole book manager (the “Arranger”), Caraustar Industries, Inc., a North Carolina corporation (“Caraustar”), and each Subsidiary of Caraustar listed on the signature pages hereto as a “Borrower” (Caraustar and each such Subsidiary, individually, a “Borrower”, and, collectively, the “Borrowers”), and each Subsidiary of Caraustar listed on the signature pages hereto as a “Guarantor” (each such Subsidiary, individually, a “Guarantor”, and, collectively, the “Guarantors”).
ANNEXES, EXHIBITS AND SCHEDULES. The annexes, exhibits and schedules to this Agreement are incorporated herein by this reference and expressly made a part hereof.
ANNEXES, EXHIBITS AND SCHEDULES. All Annexes, Exhibits and Schedules referred to herein are intended to be and hereby are specifically made a part of this Agreement.
ANNEXES, EXHIBITS AND SCHEDULES. The Annexes, Exhibits and Schedules attached hereto are a part of this Agreement as if fully set forth herein. All references herein to Sections, Clauses, Annexes, Exhibits and Schedules shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Any description or disclosure set forth in any attachment hereto shall be deemed incorporated in all other attachments hereto to the extent applicable.
ANNEXES, EXHIBITS AND SCHEDULES. The Annexes, Exhibits and Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.
