CERTAIN ADDRESSES FOR NOTICES. Loan Parties ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx 00000 Attention: Chief Financial Officer Telephone: 000.000.0000 Facsimile: 225.388.8924 Email: xxxxx.xxxxxx@xxxxxxxxx.xxx With copy to: ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx 00000 Attention: General Counsel Telephone: 000.000.0000 Facsimile: 225.388.8924 Email: xxxxx.xxxxxxx@xxxxxxxxx.xxx and ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx 00000 Attention: Treasurer Telephone: 000.000.0000 Facsimile: 225.388.7110 Email: xxxxxxx.xxxxxxx@xxxxxxxxx.xxx Administrative Agent For operational notices (borrowings, payments, etc.) Xxxx X. Xxxxxxx One Independence Center 000 X. Xxxxx Street Mail Code: NC1-001-05-46 Xxxxxxxxx, XX 00000 Phone: 000.000.0000 Facsimile: 704.409.0355 Email: xxxx.xxxxxxx@xxxx.xxx For other purposes: Xxxxxx Xxxxxxxxxxx 000 Xxxxxxxxxx Xxxxxx Mail Code: CA5-705-04-09 Xxx Xxxxxxxxx, XX 00000 Phone: 000.000.0000 Fascimile: 415.503.5099 Email: xxxxxx.x.xxxxxxxxxxx@xxxx.xxx Exhibit A FORM OF LOAN NOTICE Date: , 20 To: Bank of America, N.A., as Administrative Agent Re: Credit Agreement dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests (select one): ¨ A Borrowing of the Term Loan ¨ A conversion or continuation of the Term Loan On , (a Business Day). In the amount of $ .1 Comprised of (Type of Term Loan requested). For Eurodollar Rate Loans: with an Interest Period of months. With respect to any Borrowing requested herein, the undersigned hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement has been satisfied on and as of the date of such Borrowing. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: 1 Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Exhibit B FORM OF NOTE , 20 FOR VALUE RECEIVED, the undersigned hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The undersigned promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The undersigned, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: Exhibit C FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: , 20 To: Bank of America, N.A., as Administrative Agent Re: Credit Agreement dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned Responsible Officer hereby certifies as of the date hereof that [he][she] is the of the Borrower, and that, in [his][her] capacity as such, [he][she] is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements:] [1. Attached hereto as Schedule 1 are the audited financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.] [Use following paragraph 1 for fiscal quarter-end financial statements:] [1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Consolidated Group in all material respects in accordance with GAAP as of the above date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.] [select one:]

Appears in 1 contract

Samples: Credit Agreement (Albemarle Corp)

CERTAIN ADDRESSES FOR NOTICES. ~~Loan Parties ALBEMARLE CORPORATION 000 Xxxxxxx~~ Health Net, Inc.: Health Net, Inc. 00000 Xxxxxx ~~Xxxxx~~ Xxxxxx Xxxxxxxx Xxxxx, ~~Xxxxxxxxx~~ Xxxxxxxxxx 00000 Attention: ~~Chief Financial Officer~~ Xxxxxxxx Xxxxxxx Telephone: ~~000.000.0000 Facsimile~~(000) 000-0000 Fax: ~~225.388.8924~~ (000) 000-0000 E-Mail: xxxxxxxx.xxxxxxx@xxxxxxxxx.xxx Administrative Agent’s Office (for payments and Requests for Credit Extensions): Bank of America, N.A. 000 Xxxxx Xxxxx Xxxxxx Mail Code: NC1-001-04-39 Xxxxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxx Telephone: 000-000-0000 Telecopier: 000-000-0000 E-Mail: xxxxxxx.xxxxx@xxxx.xxx Bank of America, N.A. New York, NY ABA#: ***** Account #: ***** Account Name: Corporate Credit Services Ref: Health Net, Inc. Other Notices as Administrative Agent: Bank of America, N.A. Agency Management 0000 Xxxxxx Xxxxxx Mail Code: CA5-701-05-19 Xxx Xxxxxxxxx, XX 00000 Attn: Xxxxx Xxxxx Telephone: 000-000-0000 Telecopier: 000-000-0000 Email: ~~xxxxx.xxxxxx@xxxxxxxxx.xxx~~ xxxxx.xxxxx@xxxx.xxx With copy to: ~~ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx~~Bank of America, Xxxxxxxxx 00000 Attention: General Counsel Telephone: 000.000.0000 Facsimile: 225.388.8924 Email: xxxxx.xxxxxxx@xxxxxxxxx.xxx and ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx 00000 Attention: Treasurer Telephone: 000.000.0000 Facsimile: 225.388.7110 Email: xxxxxxx.xxxxxxx@xxxxxxxxx.xxx Administrative Agent For operational notices (borrowings, payments, etc.) Xxxx X. Xxxxxxx One Independence Center N.A. Corporate Debt Products 000 X. Xxxxx Street Mail Code: NC1-~~001~~007-0517-46 11 Xxxxxxxxx, XX 00000 ~~Phone~~Attention: ~~000.000.0000 Facsimile~~Xxxxxxx Xxxxx Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by asterisks (“*****”), and the omitted text has been filed separately with the Securities and Exchange Commission. Table of Contents Telephone: ~~704.409.0355~~ (000) 000-0000 Telecopier: (000) 000-0000 Electronic Mail: xxxxxxx.xxxxx@xxxx.xxx L/C Issuer: Bank of America, N.A. 0000 X Xxxxxx Xxxxxx Mail code: CA9-705-07-05 Xxx Xxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxxx Telephone: 000-000-0000 Telecopier: 000-000-0000 Email: ~~xxxx.xxxxxxx@xxxx.xxx For other purposes~~xxxxxx.xxxxxxx@xxxx.xxx Swing Line Lender: ~~Xxxxxx Xxxxxxxxxxx~~ Bank of America, N.A. 000 ~~Xxxxxxxxxx~~ Xxxxx Xxxxx Xxxxxx Mail Code: ~~CA5~~NC1-~~705~~001-04-~~09 Xxx~~ 39 Xxxxxxxxx, XX 00000 ~~Phone~~Attention: ~~000.000.0000 Fascimile~~Xxxxxxx Xxxxx Telephone: ~~415.503.5099 Email~~000-000-0000 Telecopier: ~~xxxxxx.x.xxxxxxxxxxx@xxxx.xxx Exhibit~~ 000-000-0000 E-Mail: xxxxxxx.xxxxx@xxxx.xxx Bank of America, N.A. New York, NY ABA#: ***** Account #: ***** Account Name: Corporate Credit Services Ref: Health Net, Inc. Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by asterisks (“*****”), and the omitted text has been filed separately with the Securities and Exchange Commission. Table of Contents EXHIBIT A FORM OF LOAN NOTICE Date: , 20 To: Bank of America, N.A., as Administrative Agent ReLadies and Gentlemen: Reference is made to that certain Credit ~~Agreement~~ Agreement, dated as of ~~August 15~~October 24, ~~2014~~ 2011 (as amended, amended and restated, restated, extended, supplemented or otherwise modified in writing from time to time, the “~~Credit~~ Agreement”) ; the terms defined therein being used herein as therein defined), among ~~Albemarle Corporation~~Health Net, Inc., a ~~Virginia~~ Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. ~~Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen:~~ The undersigned hereby requests (select one): ¨ A Borrowing of ~~the Term Loan~~ Revolving Loans ¨ A conversion or continuation of ~~the Term Loan On , (a Business Day). In the amount of $ .1 Comprised of (Type of Term Loan requested). For Eurodollar Rate~~ Revolving Loans: with an Interest Period of months. With respect to any Borrowing requested herein, the undersigned hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement has been satisfied on and as of the date of such Borrowing. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: 1 Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Exhibit B FORM OF NOTE , 20 FOR VALUE RECEIVED, the undersigned hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The undersigned promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The undersigned, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: Exhibit C FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: , 20 To: Bank of America, N.A., as Administrative Agent Re: Credit Agreement dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned Responsible Officer hereby certifies as of the date hereof that [he][she] is the of the Borrower, and that, in [his][her] capacity as such, [he][she] is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements:] [1. Attached hereto as Schedule 1 are the audited financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.] [Use following paragraph 1 for fiscal quarter-end financial statements:] [1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Consolidated Group in all material respects in accordance with GAAP as of the above date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.] [select one:]

Appears in 1 contract

Samples: Credit Agreement (Health Net Inc)

CERTAIN ADDRESSES FOR NOTICES. If to any Loan ~~Parties ALBEMARLE CORPORATION 000 Xxxxxxx~~ Party: With a copy to: LCC International, Inc. LCC International, Inc. 7000 Xxxxx Xxxxxx Drive 7000 Xxxxx ~~Xxxxx~~Xxxxxx Drive McLean, ~~Xxxxxxxxx~~ VA 22102 MxXxxx, XX 00000 Attention: Chief Financial Officer ~~Telephone: 000.000.0000 Facsimile: 225.388.8924 Email: xxxxx.xxxxxx@xxxxxxxxx.xxx With copy to: ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx 00000 Attention~~Attn: General Counsel Office telephone: (000) 000-0000 Office telephone: (000) 000-0000 Direct telephone: (000) 000-0000 Direct telephone: (000) 000-0000 Fax: (000) 000-0000 Fax: (000) 000-0000 If to the Lender For Loan Notices and Payments: For All Other Notices: Bank of America, N.A. Bank of America, N.A. 8000 Xxxxxxxxxx Xxxxx 8000 Xxxxxxxxxx Xxxxx XxXxxx, XX 00000-0000 MxXxxx, XX 00000-0000 Attention: Vxxxxx Xxxxx Attention: Jxxxxxx Xxxxxx Xxxxxx Telephone: ~~000.000.0000~~ 700.000.0000 Telephone: 700.000.0000 Facsimile: ~~225.388.8924 Email: xxxxx.xxxxxxx@xxxxxxxxx.xxx and ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx 00000 Attention: Treasurer Telephone: 000.000.0000~~ 866.743.9264 Facsimile: 225.388.7110 Email: xxxxxxx.xxxxxxx@xxxxxxxxx.xxx Administrative Agent For operational notices (borrowings, payments, etc.) Xxxx X. Xxxxxxx One Independence Center 000 X. Xxxxx Street Mail Code: NC1-001-05-46 Xxxxxxxxx, XX 00000 Phone: 000.000.0000 Facsimile: 704.409.0355 Email: xxxx.xxxxxxx@xxxx.xxx For other purposes: Xxxxxx Xxxxxxxxxxx 000 Xxxxxxxxxx Xxxxxx Mail Code: CA5-705-04-09 Xxx Xxxxxxxxx, XX 00000 Phone: 000.000.0000 Fascimile: 415.503.5099 Email: xxxxxx.x.xxxxxxxxxxx@xxxx.xxx 703.761.8113 Email:vxxxxx.x.xxxxx@bxxxxxxxxxxxx.xxx Email:jxxxxxx.xxxxxx@xxxxxxxxxxxxx.xxx Exhibit A 2.02 FORM OF LOAN NOTICE Date: , 20 _ To: Bank of America, N.A., as Administrative Agent Re: Amended and Restated Credit Agreement ~~dated as of August 15, 2014~~ (as amended, ~~restated~~modified, ~~extended~~supplemented, ~~supplemented or otherwise modified in writing~~ increased and extended from time to time, the “Credit Agreement”) dated as of May 29, 2007 among ~~Albemarle Corporation~~LCC International, Inc., a ~~Virginia~~ Delaware corporation (the “Borrower”), the Guarantors identified therein, the Lenders ~~from time to time party thereto,~~ identified therein and Bank of America, ~~N.A., as~~ N.A. (the “Administrative Agent”). Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests (select one): ~~¨ A~~ o Borrowing of ~~the Term Loan ¨ A~~ Revolving Loans o conversion or continuation of ~~the Term Loan On , (a Business Day). In the amount of $ .1 Comprised of (Type of Term Loan requested). For Eurodollar Rate~~ Revolving Loans: with an Interest Period of months. With respect to any Borrowing requested herein, the undersigned hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement has been satisfied on and as of the date of such Borrowing. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: 1 Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Exhibit B FORM OF NOTE , 20 FOR VALUE RECEIVED, the undersigned hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The undersigned promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The undersigned, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: Exhibit C FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: , 20 To: Bank of America, N.A., as Administrative Agent Re: Credit Agreement dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned Responsible Officer hereby certifies as of the date hereof that [he][she] is the of the Borrower, and that, in [his][her] capacity as such, [he][she] is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements:] [1. Attached hereto as Schedule 1 are the audited financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.] [Use following paragraph 1 for fiscal quarter-end financial statements:] [1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Consolidated Group in all material respects in accordance with GAAP as of the above date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.] [select one:]

Appears in 1 contract

Samples: Credit Agreement (LCC International Inc)

CERTAIN ADDRESSES FOR NOTICES. Loan ~~Parties ALBEMARLE CORPORATION 000~~ Parties: Borrower: Vectren Capital, Corp. Xxx Xxxxxxx Xxxxxx ~~Xxxxx Xxxxx~~Xxxxxxxxxx, ~~Xxxxxxxxx~~ Xxxxxxx 00000 Attention: ~~Chief Financial~~ Xxxxxx X. Xxxxxxx Telephone: 000-000-0000 Telecopier: 000-000-0000 Guarantor: Vectren Corporation Xxx Xxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxx Telephone: 000-000-0000 Telecopier: 000-000-0000 Administrative Agent: (with respect to notices under Section 2) Bank of America, N.A. 000 Xxxx Xx. Mail Code: TX1-492-14-04 Xxxxxx, XX 00000-0000 Attention: Xxxxxxxx X. Xxxxx, Credit Services Representative Telephone: 000-000-0000 Facsimile: 000-000-0000 Email: xxxxxxxx.x.xxxxx@xxxx.xxx Wire Instructions: Pay to: Bank of America, N.A. New York, NY ABA 000000000 Account No.: 0000-000-000 Attention: Corporate Credit Services Ref: Vectren Capital, Corp. (with respect to all other notices) Bank of America, N.A. 000 Xxxxx XxXxxxx Xx. Mail Code: IL4-135-05-41 Xxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxx, Agency Management Officer Telephone: ~~000.000.0000~~ 000-000-0000 Facsimile: ~~225.388.8924~~ 000-000-0000 Email: ~~xxxxx.xxxxxx@xxxxxxxxx.xxx With~~ xxxxxxx.x.xxxxxxx@xxxx.xxx and copy to: ~~ALBEMARLE CORPORATION~~ Bank of America, N.A. 000 ~~Xxxxxxx Xxxxxx Xxxxx Xxxxx~~X. XxXxxxx St. Mail Code: IL4-135-04-61 Xxxxxxx, ~~Xxxxxxxxx~~ XX 00000 Attention: ~~General Counsel~~ Xxxxxx X. Xxxxxxx, Senior Vice President Telephone: ~~000.000.0000~~ 000-000-0000 Facsimile: ~~225.388.8924~~ 000-000-0000 Email: xxxxx.xxxxxxx@xxxxxxxxx.xxx and ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx 00000 Attention: Treasurer Telephone: 000.000.0000 Facsimile: 225.388.7110 Email: xxxxxxx.xxxxxxx@xxxxxxxxx.xxx Administrative Agent For operational notices (borrowings, payments, etc.) Xxxx X. Xxxxxxx One Independence Center 000 X. Xxxxx Street Mail Code: NC1-001-05-46 Xxxxxxxxx, XX 00000 Phone: 000.000.0000 Facsimile: 704.409.0355 Email: xxxx.xxxxxxx@xxxx.xxx For other purposes: Xxxxxx Xxxxxxxxxxx 000 Xxxxxxxxxx Xxxxxx Mail Code: CA5-705-04-09 Xxx Xxxxxxxxx, XX 00000 Phone: 000.000.0000 Fascimile: 415.503.5099 Email: xxxxxx.x.xxxxxxxxxxx@xxxx.xxx xxxxxx.x.xxxxxxx@xxxx.xxx Exhibit A 2.02 FORM OF LOAN NOTICE Date: ___________, 20 201__ To: Bank of America, N.A., as Administrative Agent ReLadies and Gentlemen: Reference is made to that certain Term Loan Credit ~~Agreement~~ Agreement, dated as of August 156, ~~2014~~ 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “~~Credit~~ Agreement”) ;” the terms defined therein being used herein as therein defined), among ~~Albemarle Corporation~~Vectren Capital, ~~a Virginia~~ Corp., an Indiana corporation (the “Borrower”), the Guarantor party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. ~~Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen:~~ The undersigned hereby requests (select one): ¨ A Borrowing of ~~the~~ Term ~~Loan~~ Loans ¨ A conversion or continuation of ~~the~~ Term ~~Loan On , (a Business Day). In the amount of $ .1 Comprised of (Type of Term Loan requested). For Eurodollar Rate~~ Loans: with an Interest Period of months. With respect to any Borrowing requested herein, the undersigned hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement has been satisfied on and as of the date of such Borrowing. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: 1 Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Exhibit B FORM OF NOTE , 20 FOR VALUE RECEIVED, the undersigned hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The undersigned promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The undersigned, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: Exhibit C FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: , 20 To: Bank of America, N.A., as Administrative Agent Re: Credit Agreement dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned Responsible Officer hereby certifies as of the date hereof that [he][she] is the of the Borrower, and that, in [his][her] capacity as such, [he][she] is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements:] [1. Attached hereto as Schedule 1 are the audited financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.] [Use following paragraph 1 for fiscal quarter-end financial statements:] [1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Consolidated Group in all material respects in accordance with GAAP as of the above date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.] [select one:]

Appears in 1 contract

Samples: Term Loan Credit Agreement (Vectren Corp)

CERTAIN ADDRESSES FOR NOTICES. ~~Loan Parties ALBEMARLE CORPORATION~~ BORROWER: Pinnacle West Capital Corporation 000 ~~Xxxxxxx~~ Xxxxx Xxxxx Xxxxxx ~~Xxxxx Xxxxx~~Mail Station 9040 Xxxxxxx, Xxxxxxxxx 00000 Attention: Chief Financial Officer Telephone: 000.000.0000 Facsimile: 225.388.8924 Email: xxxxx.xxxxxx@xxxxxxxxx.xxx With copy to: ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx 00000 Attention: General Counsel Telephone: 000.000.0000 Facsimile: 225.388.8924 Email: xxxxx.xxxxxxx@xxxxxxxxx.xxx and ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx XX 00000 Attention: Treasurer Telephone: ~~000.000.0000 Facsimile~~(000) 000-0000 Telecopier: ~~225.388.7110 Email~~(000) 000-0000 Electronic Xxx.Xxxxxxx@XxxxxxxxXxxx.xxx AGENT: ~~xxxxxxx.xxxxxxx@xxxxxxxxx.xxx Administrative Agent For operational notices (borrowings~~Notices relating to Borrowing requests or Interest Election Requests: JPMorgan Chase Bank, ~~payments~~N.A. 00 X. Xxxxxxxx St., ~~etc.) Xxxx X. Xxxxxxx One Independence Center 000 X. Xxxxx Street~~ Floor L2 Mail ~~Code: NC1~~Code XX0-~~001-05-46 Xxxxxxxxx~~0000 Xxxxxxx, XX 00000 ~~Phone~~Facsimile No.: ~~000.000.0000 Facsimile~~(000) 000-0000 Telephone No.: ~~704.409.0355~~ (000) 000-0000 Attention: Xxxxxxxx Xxxxx Email: ~~xxxx.xxxxxxx@xxxx.xxx For~~ xxxxxxxx.xxxxx@xxxxxxxx.xxx Notices other ~~purposes~~than with respect to Borrowing requests or Interest Election Requests: ~~Xxxxxx Xxxxxxxxxxx 000 Xxxxxxxxxx Xxxxxx~~ JPMorgan Chase Bank, N.A. 10 X. Xxxxxxxx St. Mail ~~Code: CA5~~Code XX0-~~705-04-09 Xxx Xxxxxxxxx~~0000 Xxxxxxx, XX 00000 ~~Phone~~Facsimile No.: ~~000.000.0000 Fascimile~~(000) 000-0000 Telephone No.: ~~415.503.5099~~ (000) 000-0000 Attention: Xxxxx Xxxxxx Email: ~~xxxxxx.x.xxxxxxxxxxx@xxxx.xxx Exhibit~~ xxxxx.x.xxxxxx@xxxxxxxx.xxx With a copy to the Portfolio Management Administration: JPMorgan Chase Bank, N.A. 10 X. Xxxxxxxx St. Mail Code XX0-0000 Xxxxxxx, XX 00000 Facsimile No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: Xxxx Xxxxxxx Email: xxxx.xxxxxxx@xxxxxxxx.xxx EXHIBIT A - FORM OF ~~LOAN NOTICE Date: , 20 To: Bank of America, N.A., as Administrative Agent Re: Credit Agreement dated as of August 15~~PROMISSORY NOTE $_____________ December 31, 2014 ~~(as amended, restated, extended, supplemented or otherwise modified in writing from time to time~~FOR VALUE RECEIVED, the ~~“Credit Agreement”) among Albemarle Corporation~~undersigned, ~~a Virginia~~ PINNACLE WEST CAPITAL CORPORATION, an Arizona corporation (the “Borrower”), HEREBY UNCONDITIONALLY PROMISES TO PAY to the ~~Lenders from time to time party thereto, and Bank~~ order of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests (select one): ¨ A Borrowing of the Term Loan ¨ A conversion or continuation of the Term Loan On , (a Business Day). In the amount of $ .1 Comprised of (Type of Term Loan requested). For Eurodollar Rate Loans: with an Interest Period of months. With respect to any Borrowing requested herein, the undersigned hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement has been satisfied on and as of the date of such Borrowing. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: 1 Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Exhibit B FORM OF NOTE , 20 FOR VALUE RECEIVED, the undersigned hereby promises to pay to or registered assigns _______________ (the “Lender”)) or its registered assigns, without offset or counterclaim, in ~~accordance with the provisions~~ lawful money of the ~~Credit Agreement (as hereinafter defined)~~United States of America and in same day funds, the principal amount of ~~each Loan from time to time~~ ________________________ DOLLARS ($___________), or, if less, the aggregate outstanding principal amount of the Loans made by the Lender to the Borrower ~~under that certain Credit Agreement, dated as of August 15, 2014~~ pursuant to the Term Loan Agreement (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agentdefined below). ~~Capitalized terms used but not otherwise defined herein have the meanings provided~~ The principal amount hereof shall be paid in the ~~Credit~~ amounts and on the dates specified in the Term Loan Agreement. The ~~undersigned promises~~ Borrower further agrees to pay interest in like money on the unpaid principal amount ~~of each Loan~~ hereof from time to time outstanding at the ~~date of such Loan until such principal amount is paid in full, at such interest~~ rates and ~~at such times as provided~~ on the dates specified in the ~~Credit~~ Term Loan Agreement. ~~All payments of~~ Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Term Loan Agreement. Both principal and interest ~~shall be~~ are payable to JPMorgan Chase Bank, N.A., as Agent, in accordance with Section 2.11 of the Term Loan Agreement, in same day funds. The Loans made by the Lender to the ~~Administrative Agent for~~ Borrower pursuant to the Term Loan Agreement, and all payments made on account of the principal amount thereof, shall be recorded by the Lender ~~in Dollars in immediately available funds at~~ and, prior to any transfer hereof, endorsed on the ~~Administrative Agent’s Office. If~~ grid attached hereto which is part of this Note, provided that the failure to so record any ~~amount is~~ such Loan or any payment on account thereof shall not ~~paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from~~ affect the ~~due date thereof until~~ payment obligations of the ~~date of actual payment (and before as well as after judgment) computed at~~ Borrower hereunder or under the ~~per annum rate set forth in the Credit~~ Term Loan Agreement. This Note (a) is one of the Notes referred to in the ~~Credit~~ Term Loan Agreement, dated as of December 31, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), among the Borrower, the Lenders named therein and from time to time party thereto, U.S. Bank National Association, as Syndication Agent, TD Bank, N.A., The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Co-Documentation Agents, and JPMorgan Chase Bank, as Agent, (b) is ~~entitled~~ subject to the ~~benefits thereof~~ provisions of the Term Loan Agreement and ~~may be prepaid~~ (c) is subject to optional and mandatory prepayment in whole or in part ~~subject to~~ as provided in the ~~terms and conditions provided therein~~Term Loan Agreement. Upon the occurrence ~~and continuation~~ of any one or more ~~of the~~ Events of ~~Default specified in the Credit Agreement~~Default, all ~~amounts~~ principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and ~~payable all~~ payable, as provided in the ~~Credit~~ Term Loan Agreement. ~~Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules~~ All parties now and hereafter liable with respect to this ~~Note and endorse thereon the date~~Note, ~~amount and maturity of its Loans and payments with respect thereto. The undersigned~~whether maker, ~~for itself~~principal, ~~its successors and assigns~~surety, guarantor, endorser or otherwise, hereby ~~waives diligence,~~ waive presentment~~, protest and demand and notice of protest~~, demand, ~~dishonor~~ protest, and ~~non-payment~~ all other notices of ~~this Note~~any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Note may not be transferred except pursuant to and in accordance with the terms and conditions of the Term Loan Agreement. THIS NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE ~~WITH~~ WITH, THE LAWS OF THE STATE OF NEW YORK. ~~ALBEMARLE CORPORATION, a Virginia corporation~~ PINNACLE WEST CAPITAL CORPORATION By: :_________________________________ Name: Title: ~~Exhibit C~~ LOANS AND PAYMENTS OF PRINCIPAL Date Amount of Loan Amount of PrincipalPaid or Prepaid Unpaid PrincipalBalance Notation Made By EXHIBIT B - FORM OF ~~COMPLIANCE CERTIFICATE Financial Statement Date: , 20 To: Bank of America~~NOTICE OF INITIAL BORROWING JPMorgan Chase Bank, N.A., as ~~Administrative~~ Agent Refor the Lenders parties to the Term Loan Agreement referred to below 10 X. Xxxxxxxx St. Mail Code XX0-0000 Xxxxxxx, XX 00000 Facsimile No. (000) 000-0000 Email: ~~Credit Agreement dated as of August 15~~xxxxxxxx.xxxxx@xxxxxxxx.xxx Attention: Xxxxxxxx Xxxxx December [__], 2014 ~~(as amended~~Ladies and Gentlemen: The undersigned, ~~restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle~~ Pinnacle West Capital Corporation, ~~a Virginia~~ an Arizona corporation (the “Borrower”), refers to the draft dated 12/[__]/14 of the Term Loan Agreement (document ID number: CHI 204583986 v.[__]) (the “Term Loan Agreement”, the terms defined therein being used herein as therein defined) to be entered into among the Borrower, the Lenders named therein and from time to time party thereto, ~~and~~ U.S. Bank National Association, as Syndication Agent, TD Bank, N.A., The Bank of ~~America~~Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Co-Documentation Agents, and JPMorgan Chase Bank, N.A., as ~~Administrative~~ Agent~~. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies~~ , and ~~Gentlemen: The undersigned Responsible Officer~~ hereby ~~certifies as~~ gives you notice, irrevocably, pursuant to Section 2.02 of the ~~date hereof~~ Term Loan Agreement that ~~[he][she] is~~ the of undersigned hereby requests the ~~Borrower~~Initial Borrowing under the Term Loan Agreement, and ~~that,~~ in ~~[his][her] capacity as such, [he][she] is authorized to execute and deliver this Certificate~~ that connection sets forth below the information relating to the ~~Administrative Agent on the behalf of the Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements:] [1. Attached hereto~~ Initial Borrowing as ~~Schedule 1 are the audited financial statements~~ required by Section ~~7.01(a~~2.02(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.] [Use following paragraph 1 for fiscal quarter-end financial statements:] [1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Consolidated Group in all material respects in accordance with GAAP as of the above date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.] [select one:]Term Loan Agreement:

Appears in 1 contract

Samples: Term Loan Agreement (Arizona Public Service Co)

CERTAIN ADDRESSES FOR NOTICES. Any Loan ~~Parties ALBEMARLE CORPORATION 000 Xxxxxxx~~ Party: c/o Xxxxxxxx Xxxxxx & Company Ltd. 00000 Xxxxxxxxx Xxxxx ~~Xxxxx~~Xxxxxxxxxx, ~~Xxxxxxxxx~~ XX 00000 ~~Attention~~Attn: Chief Financial Officer ~~Telephone: 000.000.0000 Facsimile: 225.388.8924 Email: xxxxx.xxxxxx@xxxxxxxxx.xxx With copy to: ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx 00000 Attention:~~ and General Counsel ~~Telephone~~Administrative Agent: 000.000.0000 Facsimile: 225.388.8924 Email: xxxxx.xxxxxxx@xxxxxxxxx.xxx and ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx 00000 Attention: Treasurer Telephone: 000.000.0000 Facsimile: 225.388.7110 Email: xxxxxxx.xxxxxxx@xxxxxxxxx.xxx Administrative Agent For operational notices (borrowings, payments, etc.~~) Xxxx X. Xxxxxxx One Independence Center~~ ): Bank of America, N.A. 000 X. ~~Xxxxx Street~~ XxXxxxx Street, Suite 641 Mail Code: ~~NC1~~IL4-~~001~~135-0506-~~46 Xxxxxxxxx~~41 Xxxxxxx, XX 00000 ~~Phone~~Attn: ~~000.000.0000 Facsimile~~Xxxxxxxx Xxxxx Telephone: ~~704.409.0355 Email~~000-000-0000 Telecopy: ~~xxxx.xxxxxxx@xxxx.xxx~~ 000-000-0000 Wire Instructions: To: Bank of America, N.A. Account Name: REAS Los Angeles LASR Site ABA #: 0000-0000-0 Account #: 136621 1723001 Attn: Xxxxxxxx Xxxxx 000-000-0000 Re: Xxxxxxxx Xxxxxx – Arc Shopping Center Operating Partnership, L.P. For all other ~~purposes~~notices: ~~Xxxxxx Xxxxxxxxxxx~~ Bank of America, N.A. 000 ~~Xxxxxxxxxx Xxxxxx~~ X. XxXxxxx Street, Suite 641 Mail Code: ~~CA5~~IL4-~~705~~135-0406-~~09 Xxx Xxxxxxxxx~~41 Xxxxxxx, XX 00000 ~~Phone~~Attn: ~~000.000.0000 Fascimile~~Xxxxxxxx Xxxxx Telephone: ~~415.503.5099 Email~~000-000-0000 Telecopy: ~~xxxxxx.x.xxxxxxxxxxx@xxxx.xxx Exhibit~~ 000-000-0000 with a copy to: Bank of America, N.A. 00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 000 Mail Code: IN4-030-08-00 Xxxxxxxxxxxx, XX 00000 Attn: Xxxxxxx X Xxxxxxxxxx Telephone: 000-000-0000 Telecopy: 000-000-0000 L/C Issuer: Bank of America, N.A. 000 X. XxXxxxx Street, Suite 641 Mail Code: IL4-135-06-41 Xxxxxxx, XX 00000 Attn: Xxxxxxxx Xxxxx Telephone: 000-000-0000 Telecopy: 000-000-0000 EXHIBIT A FORM OF LOAN NOTICE Date: ___________, 20 _____ To: Bank of America, N.A., as Administrative Agent ReLadies and Gentlemen: Reference is made to that certain Credit ~~Agreement~~ Agreement, dated as of ~~August 15~~December 18, ~~2014 (as amended~~2013, ~~restated~~among Xxxxxxxx Xxxxxx – ARC Shopping Center Operating Partnership, ~~extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation~~L.P., a ~~Virginia corporation~~ Delaware limited partnership (the “Borrower”), Xxxxxxxx Xxxxxx –ARC Shopping Center REIT, Inc. (or its successors as permitted therein), the Guarantors identified therein, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent~~. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies~~ , L/C Issuer and Gentlemen: The undersigned hereby requests (select one): ¨ A Borrowing of the Term Loan ¨ A conversion or continuation of the Term Loan On , (a Business Day). In the amount of $ .1 Comprised of (Type of Term Loan requested). For Eurodollar Rate Loans: with an Interest Period of months. With respect to any Borrowing requested herein, the undersigned hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement has been satisfied on and as of the date of such Borrowing. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: 1 Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Exhibit B FORM OF NOTE , 20 FOR VALUE RECEIVED, the undersigned hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Swing Line Lender ~~to the Borrower under that certain Credit Agreement, dated as of August 15, 2014~~ (as amended, restated, extended, refinanced, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”~~) among Albemarle Corporation, a Virginia corporation,~~ ; the ~~Lenders from time to time party thereto, and Bank of America, N.A.,~~ terms defined therein being used herein as ~~Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement~~therein defined). The undersigned ~~promises to pay interest on the unpaid principal amount~~ hereby requests (select one): A Borrowing of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole Revolving Loans A conversion or ~~in part subject to the terms and conditions provided therein. Upon the occurrence and~~ continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The undersigned, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: Exhibit C FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: , 20 To: Bank of America, N.A., as Administrative Agent Re: Credit Agreement dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned Responsible Officer hereby certifies as of the date hereof that [he][she] is the of the Borrower, and that, in [his][her] capacity as such, [he][she] is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements:] [1. Attached hereto as Schedule 1 are the audited financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.] [Use following paragraph 1 for fiscal quarter-end financial statements:] [1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Consolidated Group in all material respects in accordance with GAAP as of the above date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.] [select one:]Revolving Loans

Appears in 1 contract

Samples: Credit Agreement (Phillips Edison - ARC Shopping Center REIT Inc.)

CERTAIN ADDRESSES FOR NOTICES. ~~Loan Parties ALBEMARLE CORPORATION~~ BORROWER: RGC Midstream, LLC 000 Xxxxxxx Xxxxxx NE Roanoke, VA 24016 Attention: Xxxx X. Xxxxxx, Treasurer Telephone: 000-000-0000 Telecopier: 000-000-0000 Electronic Mail: xxxx_xxxxxx@xxxxxxxxxxxx.xxx Website Address: N/A U.S. Taxpayer Identification Number: 00-0000000 ADMINISTRATIVE AGENT: Administrative Agent’s Office (for payments and Requests for Credit Extensions): Union Bank & Trust 000 Xxxxxxxx Xxxx, Xxxxx ~~Xxxxx~~000 Xxxxxxx, ~~Xxxxxxxxx~~ XX 00000 Attention: ~~Chief Financial Officer~~ Xxxxxx X. Xxxxx, Senior Vice President Telephone: ~~000.000.0000 Facsimile~~000-000-0000 Telecopier: ~~225.388.8924 Email~~000-000-0000 Electronic Mail: ~~xxxxx.xxxxxx@xxxxxxxxx.xxx With copy to~~xxxxxx.xxxxx@xxxxxxxxxxx.xxx Wire instructions for payments: ~~ALBEMARLE CORPORATION~~ ABA# 000000000 Account No.: GL 0000000 Ref: RGC Midstream, LLC Loan No.: 7400959441 Other Notices as Administrative Agent: Union Bank & Trust 000 ~~Xxxxxxx Xxxxxx~~ Xxxxxxxx Xxxx, Xxxxx ~~Xxxxx~~000 Xxxxxxx, ~~Xxxxxxxxx~~ XX 00000 Attention: ~~General Counsel~~ Xxxxxx X. Xxxxx, Senior Vice President Telephone: ~~000.000.0000 Facsimile~~000-000-0000 Telecopier: ~~225.388.8924 Email~~000-000-0000 Electronic Mail: xxxxx.xxxxxxx@xxxxxxxxx.xxx and ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx 00000 Attention: Treasurer Telephone: 000.000.0000 Facsimile: 225.388.7110 Email: xxxxxxx.xxxxxxx@xxxxxxxxx.xxx Administrative Agent For operational notices (borrowings, payments, etc.) Xxxx X. Xxxxxxx One Independence Center 000 X. Xxxxx Street Mail Code: NC1-001-05-46 Xxxxxxxxx, XX 00000 Phone: 000.000.0000 Facsimile: 704.409.0355 Email: xxxx.xxxxxxx@xxxx.xxx For other purposes: Xxxxxx Xxxxxxxxxxx 000 Xxxxxxxxxx Xxxxxx Mail Code: CA5-705-04-09 Xxx Xxxxxxxxx, XX 00000 Phone: 000.000.0000 Fascimile: 415.503.5099 Email: xxxxxx.x.xxxxxxxxxxx@xxxx.xxx Exhibit xxxxxx.xxxxx@xxxxxxxxxxx.xxx EXHIBIT A FORM OF COMMITTED LOAN NOTICE Date: ___________, 20 _____ To: Union Bank ~~of America, N.A.~~& Trust, as ~~Administrative~~ Agent Re000 Xxxxxxxx Xxxx, Xxxxx 000 Xxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxx, Senior Vice President Ladies and Gentlemen: Reference is made to that certain Credit ~~Agreement~~ Agreement, dated as of ~~August 15~~December 29, ~~2014~~ 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “~~Credit~~ Agreement”) ;” the terms defined therein being used herein as therein defined), among ~~Albemarle Corporation, a Virginia corporation~~ the undersigned (~~the~~ “Borrower”), the Lenders from time to time party thereto, and Union Bank ~~of America, N.A.~~& Trust, as Administrative Agent. ~~Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen:~~ The undersigned ~~hereby requests (select one): ¨~~ requests: A Borrowing of ~~the Term Loan ¨ A conversion or continuation of the Term Loan On , (a Business Day). In the amount of $ .1 Comprised of (Type of Term Loan requested). For Eurodollar Rate~~ Committed Loans: with an Interest Period of months. With respect to any Borrowing requested herein, the undersigned hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement has been satisfied on and as of the date of such Borrowing. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: 1 Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Exhibit B FORM OF NOTE , 20 FOR VALUE RECEIVED, the undersigned hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The undersigned promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The undersigned, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: Exhibit C FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: , 20 To: Bank of America, N.A., as Administrative Agent Re: Credit Agreement dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned Responsible Officer hereby certifies as of the date hereof that [he][she] is the of the Borrower, and that, in [his][her] capacity as such, [he][she] is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements:] [1. Attached hereto as Schedule 1 are the audited financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.] [Use following paragraph 1 for fiscal quarter-end financial statements:] [1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Consolidated Group in all material respects in accordance with GAAP as of the above date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.] [select one:]

Appears in 1 contract

Samples: Assignment and Assumption (RGC Resources Inc)

CERTAIN ADDRESSES FOR NOTICES. ~~Loan Parties ALBEMARLE CORPORATION~~ BORROWER: Pinnacle West Capital Corporation 000 ~~Xxxxxxx~~ Xxxxx 0xx Xxxxxx ~~Xxxxx Xxxxx~~Mail Station 9040 Xxxxxxx, Xxxxxxxxx 00000 Attention: Chief Financial Officer Telephone: 000.000.0000 Facsimile: 225.388.8924 Email: xxxxx.xxxxxx@xxxxxxxxx.xxx With copy to: ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx 00000 Attention: General Counsel Telephone: 000.000.0000 Facsimile: 225.388.8924 Email: xxxxx.xxxxxxx@xxxxxxxxx.xxx and ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx XX 00000 Attention: Treasurer Telephone: ~~000.000.0000 Facsimile~~(000) 000-0000 Electronic xxx.xxxxxxx@xxxxxxxxxxxx.xxx AGENT: ~~225.388.7110 Email: xxxxxxx.xxxxxxx@xxxxxxxxx.xxx Administrative Agent For operational notices~~ Agent’s Office (~~borrowings~~for payments and Requests for Credit Extensions): MUFG Bank, ~~payments~~Ltd. 0000 Xxxxxx xx xxx Xxxxxxxx, ~~etc.) Xxxx X. Xxxxxxx One Independence Center 000 X. Xxxxx Street Mail Code: NC1-001-05-46 Xxxxxxxxx~~Xxx Xxxx, XX 00000 ~~Phone~~Attention: ~~000.000.0000 Facsimile~~Xxxxxxxx Xxxx Telephone: ~~704.409.0355~~ 0-000-000-0000 / 6628 Email: ~~xxxx.xxxxxxx@xxxx.xxx For other purposes~~xxxxx@xx.xxxx.xx and to Xxxxxxxxxx@xx.xxxx.xx Agent’s Account/Agency Service Wiring Information MUFG Bank, Ltd. Account Number: 9777-0191 Account Name: Loan Operations Department Ref: Pinnacle West Capital Corporation Other Notices as Agent: MUFG Bank, Ltd. 0000 Xxxxxx ~~Xxxxxxxxxxx 000 Xxxxxxxxxx Xxxxxx Mail Code: CA5-705-04-09~~ xx xxx Xxxxxxxx, Xxx ~~Xxxxxxxxx~~Xxxx, XX 00000 ~~Phone~~Attention: ~~000.000.0000 Fascimile~~Xxxxxxxx Xxxx Telephone: ~~415.503.5099~~ 0-000-000-0000 / 6628 Email: ~~xxxxxx.x.xxxxxxxxxxx@xxxx.xxx Exhibit~~ xxxxx@xx.xxxx.xx and to Xxxxxxxxxx@xx.xxxx.xx ISSUING BANKS: MUFG Bank, Ltd. 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 Attention: Xxxxxxxx Xxxx Telephone: 0-000-000-0000 / 6628 Email: xxxxx@xx.xxxx.xx and to Xxxxxxxxxx@xx.xxxx.xx EXHIBIT A — FORM OF ~~LOAN NOTICE Date:~~ PROMISSORY NOTE ______________, ~~20 To: Bank of America, N.A., as Administrative Agent Re: Credit Agreement dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time~~20__ FOR VALUE RECEIVED, the ~~“Credit Agreement”) among Albemarle Corporation~~undersigned, ~~a Virginia~~ PINNACLE WEST CAPITAL CORPORATION, an Arizona corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests (select one): ¨ A Borrowing of the Term Loan ¨ A conversion or continuation of the Term Loan On , (a Business Day). In the amount of $ .1 Comprised of (Type of Term Loan requested). For Eurodollar Rate Loans: with an Interest Period of months. With respect to any Borrowing requested herein, the undersigned hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement has been satisfied on and as of the date of such Borrowing. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: 1 Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Exhibit B FORM OF NOTE , 20 FOR VALUE RECEIVED, the undersigned hereby promises to pay to _______ or its registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each ~~Loan~~ Advance from time to time made by the Lender to the Borrower ~~under that certain~~ pursuant to the 364-Day Credit ~~Agreement,~~ Agreement dated as of ~~August 15~~June 28, ~~2014~~ 2018 among the Borrower, the Lender and certain other lenders parties thereto, MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as Agent for the Lender and such other lenders, and the issuing banks and other agents party thereto (as ~~amended, restated, extended, supplemented~~ amended or ~~otherwise~~ modified ~~in writing~~ from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) among Albemarle Corporation, a Virginia corporation, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreementoutstanding on such date. The ~~undersigned~~ Borrower promises to pay interest on the unpaid principal amount of each ~~Loan~~ Advance from the date of such ~~Loan~~ Advance until such principal amount is paid in full, at such interest ~~rates~~ rates, and payable at such ~~times~~ times, as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default are specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The undersigned, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: Exhibit C FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: , 20 To: Bank of America, N.A., as Administrative Agent Re: Credit Agreement dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned Responsible Officer hereby certifies as of the date hereof that [he][she] is the of the Borrower, and that, in [his][her] capacity as such, [he][she] is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements:] [1. Attached hereto as Schedule 1 are the audited financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.] [Use following paragraph 1 for fiscal quarter-end financial statements:] [1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Consolidated Group in all material respects in accordance with GAAP as of the above date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.] [select one:]

Appears in 1 contract

Samples: Assignment and Assumption (Arizona Public Service Co)

CERTAIN ADDRESSES FOR NOTICES. ~~Loan Parties ALBEMARLE CORPORATION~~ BORROWER: Roanoke Gas Company 000 Xxxxxxx Xxxxxx ~~Xxxxx Xxxxx~~NE Roanoke, ~~Xxxxxxxxx 00000~~ VA 24016 Attention: ~~Chief Financial Officer Telephone: 000.000.0000 Facsimile: 225.388.8924 Email: xxxxx.xxxxxx@xxxxxxxxx.xxx With copy to: ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx~~Xxxx X. Xxxxxx, Xxxxxxxxx 00000 Attention: General Counsel Telephone: 000.000.0000 Facsimile: 225.388.8924 Email: xxxxx.xxxxxxx@xxxxxxxxx.xxx and ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx 00000 Attention: Treasurer Telephone: ~~000.000.0000 Facsimile~~000-000-0000 Telecopier: ~~225.388.7110 Email~~000-000-0000 Electronic Mail: ~~xxxxxxx.xxxxxxx@xxxxxxxxx.xxx Administrative Agent For operational notices~~ xxxx_xxxxxx@xxxxxxxxxxxx.xxx U.S. Taxpayer Identification Number: 00-0000000 LENDER: Lender’s Office (~~borrowings, payments, etc.) Xxxx X. Xxxxxxx One Independence Center~~ for all notices): BB&T 000 ~~X. Xxxxx Street Mail Code: NC1-001-05-46 Xxxxxxxxx~~0xx Xxxxxx – Xxxxxxxxx Xxxxxxx, XX 00000 ~~Phone~~Attn: ~~000.000.0000 Facsimile~~Xxx X. Xxxxxx Telephone: ~~704.409.0355 Email~~000-000-0000 Telecopier: ~~xxxx.xxxxxxx@xxxx.xxx For other purposes~~000-000-0000 Electronic: xxx.xxxxxx@xxxxxx.xxx Wire instructions for payments: Bank: BB&T Routing #: 000000000 Address: 000 0xx Xxxxxx ~~Xxxxxxxxxxx 000 Xxxxxxxxxx Xxxxxx Mail Code: CA5-705-04-09 Xxx Xxxxxxxxx~~– Xxxxxxxxx Xxxxxxx, XX 00000 ~~Phone~~Attn: ~~000.000.0000 Fascimile~~Xxx X. Xxxxxx Beneficiary Account #: ~~415.503.5099 Email~~9534668488 / 00005 Beneficiary Address: ~~xxxxxx.x.xxxxxxxxxxx@xxxx.xxx Exhibit~~ 000 Xxxxxxx Xxx. SW Roanoke, VA 24016 WCSR 37516286v4 EXHIBIT A FORM OF ~~LOAN NOTICE~~ COMPLIANCE CERTIFICATE Financial Statement Date: ___________, 20 To: ~~Bank of America~~Branch Banking and Trust Company Ladies and Gentlemen: Reference is made to that certain Term Loan Agreement, ~~N.A., as Administrative Agent Re: Credit Agreement~~ dated as of ~~August 15~~November 1, ~~2014~~ 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “~~Credit~~ Agreement~~”) among Albemarle Corporation~~;” the terms defined therein being used herein as therein defined), ~~a Virginia corporation~~ between the undersigned (~~the~~ “Borrower”), ~~the Lenders from time to time party thereto,~~ and ~~Bank of America, N.A.~~Branch Banking and Trust Company, as ~~Administrative Agent~~lender. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests (select one): ¨ A Borrowing of the Term Loan ¨ A conversion or continuation of the Term Loan On , (a Business Day). In the amount of $ .1 Comprised of (Type of Term Loan requested). For Eurodollar Rate Loans: with an Interest Period of months. With respect to any Borrowing requested herein, the undersigned hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement has been satisfied on and as of the date of such Borrowing. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: 1 Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Exhibit B FORM OF NOTE , 20 FOR VALUE RECEIVED, the undersigned hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The undersigned promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The undersigned, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: Exhibit C FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: , 20 To: Bank of America, N.A., as Administrative Agent Re: Credit Agreement dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned Responsible Officer hereby certifies as of the date hereof that ~~[he][she]~~ he/she is the of ~~the~~ Borrower, and that, ~~in [his][her] capacity~~ as such, ~~[he][she]~~ he/she is authorized to execute and deliver this Certificate to ~~the Administrative Agent~~ Lender on the behalf of ~~the~~ Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements:] [1. Attached hereto as Schedule 1 are the audited financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.] [Use following paragraph 1 for fiscal quarter-end financial statements:] [1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Consolidated Group in all material respects in accordance with GAAP as of the above date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.] [select one:]]

Appears in 1 contract

Samples: Term Loan Agreement (RGC Resources Inc)

CERTAIN ADDRESSES FOR NOTICES. ~~Loan Parties ALBEMARLE CORPORATION 000 Xxxxxxx~~ Borrower: 00 Xxxxxxxx Xxxxxx Xxxxx ~~Xxxxx~~000 Xxx Xxxxxxxxx, ~~Xxxxxxxxx~~ Xxxxx 00000 Attention: Xxx X. Xxxxxxxxx, Chief Financial Officer Telephone: ~~000.000.0000~~ (000) 000-0000 Email: xxxxxxxxxx@xxxxxxxxx.xxx Facsimile: ~~225.388.8924~~ (000) 000-0000 with a copy to (such copy not to constitute notice): Xxxxxx & Bird LLP 000 Xxxxx Xxxx Xxxxxx, Xxxxxxxxx Xxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxxxxxx, Esq. Telephone: (000) 000-0000 Email: ~~xxxxx.xxxxxx@xxxxxxxxx.xxx With copy to~~xxxxxxx.xxxxxxxxx@xxxxxx.xxx Facsimile: ~~ALBEMARLE CORPORATION~~ (000) 000-0000 Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank: Jefferies Finance LLC 000 Xxxxxxx Xxxxxx ~~Xxxxx Xxxxx~~Xxx Xxxx, ~~Xxxxxxxxx~~ Xxx Xxxx 00000 Attention: ~~General Counsel Telephone~~Account Officer – Smart Sand, Inc. Email: ~~000.000.0000~~ XXxx.Xxxxx@Xxxxxxxxx.xxx Facsimile: ~~225.388.8924 Email~~000-000-0000 EXHIBIT A FORM OF ADMINISTRATIVE QUESTIONNAIRE SMART SAND, INC. Agent Address: ~~xxxxx.xxxxxxx@xxxxxxxxx.xxx and ALBEMARLE CORPORATION~~ Jefferies Finance LLC Return form to: Account Officer – Smart Sand, Inc. 000 Xxxxxxx Xxxxxx ~~Xxxxx Xxxxx, Xxxxxxxxx 00000 Attention~~Xxxxxxxxx: Treasurer Telephone: 000.000.0000 Facsimile: 225.388.7110 Email: xxxxxxx.xxxxxxx@xxxxxxxxx.xxx Administrative Agent For operational notices (borrowings, payments, etc.) Xxxx X. Xxxxxxx One Independence Center 000 X. Xxxxx Street Mail Code: NC1-001-05-46 XxxxxxxxxXxx Xxxx, XX 00000 ~~Phone: 000.000.0000~~ Facsimile: ~~704.409.0355 Email~~(000) 000-0000 E-mail: ~~xxxx.xxxxxxx@xxxx.xxx For other purposes~~xxxx.xxxxx@xxxxxxxxx.xxx It is very important that all of the requested information be completed accurately and that this questionnaire be returned promptly. If your institution is sub-allocating its allocation, please fill out an administrative questionnaire for each legal entity. Legal Name of Lender to appear in Documentation: ~~Xxxxxx Xxxxxxxxxxx 000 Xxxxxxxxxx Xxxxxx Mail Code~~Signature Block Information: CA5-705-04-09 Xxx Xxxxxxxxx, XX 00000 Phone: 000.000.0000 Fascimile: 415.503.5099 Email: xxxxxx.x.xxxxxxxxxxx@xxxx.xxx Exhibit A FORM OF LOAN NOTICE Date: , 20 To: Bank of America, N.A., as Administrative Agent Re: • Signing Credit Agreement ~~dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified~~ ☐ Yes ☐ No • Coming in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests (select one): ¨ A Borrowing of the Term Loan ¨ A conversion or continuation of the Term Loan On , (a Business Day). In the amount of $ .1 Comprised of (via Assignment ☐ Yes ☐ No Type of ~~Term Loan requested)~~Lender: (Bank, Asset Manager, Broker/Dealer, CLO/CDO; Finance Company, Hedge Fund, Insurance, Mutual Fund, Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other- please specify) Lender Parent: Domestic Address Eurodollar Address Contacts/Notification Methods: Borrowings, Paydowns, Interest, Fees, etc. ~~For Eurodollar Rate Loans~~Primary Credit Contact Secondary Credit Contact Name: with an Interest Period of months. With respect to any Borrowing requested herein, the undersigned hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement has been satisfied on and as of the date of such Borrowing. ALBEMARLE CORPORATION, a Virginia corporation By: NameCompany: Title: 1 Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Exhibit B FORM OF NOTE , 20 FOR VALUE RECEIVED, the undersigned hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The undersigned promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The undersigned, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and nonAddress: Telephone: Facsimile: E-~~payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ALBEMARLE CORPORATION, a Virginia corporation By~~Mail Address: Primary Operations Contact Secondary Operations Contact Name: Company: Title: ~~Exhibit~~ Address: Telephone: Facsimile: E-Mail Address: L/C ~~FORM OF COMPLIANCE CERTIFICATE Financial Statement Date~~Contact Name: ~~, 20 To~~Company: Title: Address: Telephone: Facsimile: E-Mail Address: Lender’s Wire Instructions Bank ~~of America, N.A., as Administrative Agent Re~~Name: Credit Agreement dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and GentlemenABA/Routing No.: The undersigned Responsible Officer hereby certifies as of the date hereof that [he][she] is the of the Borrower, and that, in [his][her] capacity as such, [he][she] is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and thatAccount Name: [Use following paragraph 1 for fiscal year-end financial statements:] [1. Attached hereto as Schedule 1 are the audited financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such sectionAccount No.] [Use following paragraph 1 for fiscal quarter-end financial statements:] [1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Consolidated Group in all material respects in accordance with GAAP as of the above date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes: FFC Account Name: FFC Account No.~~] [select one:]~~: Attention: Reference:

Appears in 1 contract

Samples: Credit Agreement (Smart Sand, Inc.)

CERTAIN ADDRESSES FOR NOTICES. ~~Loan Parties ALBEMARLE CORPORATION~~ BORROWER: Arizona Public Service Company 000 ~~Xxxxxxx~~ Xxxxx 0xx Xxxxxx ~~Xxxxx Xxxxx~~Mail Station 9040 Xxxxxxx, Xxxxxxxxx 00000 Attention: Chief Financial Officer Telephone: 000.000.0000 Facsimile: 225.388.8924 Email: xxxxx.xxxxxx@xxxxxxxxx.xxx With copy to: ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx 00000 Attention: General Counsel Telephone: 000.000.0000 Facsimile: 225.388.8924 Email: xxxxx.xxxxxxx@xxxxxxxxx.xxx and ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx XX 00000 Attention: Treasurer Telephone: ~~000.000.0000~~ (000) 000-0000 Telecopier: (000) 000-0000 Electronic xxx.xxxxxxx@xxxxxxxxxxxx.xxx AGENT: Notices relating to Borrowing requests or Interest Election Requests: SunTrust Bank 000 Xxxxxxxxx Xxxxxx, X.X. Xxxxxxx, Xxxxxxx 00000 Facsimile: ~~225.388.7110 Email~~000-000-0000 Telephone: ~~xxxxxxx.xxxxxxx@xxxxxxxxx.xxx Administrative Agent For operational notices (borrowings~~000-000-0000 Attention: Agency Services Electronic: xxxxxx.xxxxxxxx@xxxxxxxx.xxx Notices other than with respect to Borrowing requests or Interest Election Requests: SunTrust Bank 0000 Xxxxxxxxx Xxxx XX Xxxxxxx, ~~payments~~Xxxxxxx 00000 Telephone: 000-000-0000 Attention: Xxxxx Xxxxxx Electronic: Xxxxx.Xxxxxx@XxxXxxxx.xxx With a copy to Administration Team: SunTrust Bank 000 Xxxxxxxxx Xxxxxx, ~~etc.) Xxxx X.~~ X.X. Xxxxxxx, Xxxxxxx ~~One Independence Center 000 X. Xxxxx Street Mail Code: NC1-001-05-46 Xxxxxxxxx, XX~~ 00000 ~~Phone: 000.000.0000~~ Facsimile: ~~704.409.0355 Email~~000-000-0000 Telephone: ~~xxxx.xxxxxxx@xxxx.xxx For other purposes~~000-000-0000 Attention: ~~Xxxxxx Xxxxxxxxxxx 000 Xxxxxxxxxx Xxxxxx Mail Code~~Agency Services Electronic: ~~CA5-705-04-09 Xxx Xxxxxxxxx, XX 00000 Phone: 000.000.0000 Fascimile: 415.503.5099 Email: xxxxxx.x.xxxxxxxxxxx@xxxx.xxx Exhibit~~ xxxxxx.xxxxxxxx@xxxxxxxx.xxx EXHIBIT A — FORM OF ~~LOAN NOTICE Date:~~ PROMISSORY NOTE $________ February 26, ~~20 To: Bank of America, N.A., as Administrative Agent Re: Credit Agreement dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time~~2019 FOR VALUE RECEIVED, the ~~“Credit Agreement”) among Albemarle Corporation~~undersigned, ~~a Virginia~~ ARIZONA PUBLIC SERVICE COMPANY, an Arizona corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests (select one): ¨ A Borrowing of the Term Loan ¨ A conversion or continuation of the Term Loan On , (a Business Day). In the amount of $ .1 Comprised of (Type of Term Loan requested). For Eurodollar Rate Loans: with an Interest Period of months. With respect to any Borrowing requested herein, the undersigned hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement has been satisfied on and as of the date of such Borrowing. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: 1 Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Exhibit B FORM OF NOTE , 20 FOR VALUE RECEIVED, the undersigned hereby promises to pay to the order of ________ or its registered assigns (the “Lender”), in accordance with the provisions of the ~~Credit~~ Term Loan Agreement (as hereinafter defined), the principal amount of ~~each~~ ________ DOLLARS ($________), or, if less, the aggregate outstanding principal amount of the Loans (as defined in the Term Loan ~~from time to time~~ Agreement) made by the Lender to the Borrower ~~under that certain Credit Agreement,~~ pursuant to the Term Loan Agreement dated as of ~~August 15~~February 26, ~~2014~~ 2019 among the Borrower, the Lender and certain other lenders party thereto, SunTrust Bank, as Agent for the Lender and such other lenders, and the other agents party thereto (as ~~amended, restated, extended, supplemented~~ amended or ~~otherwise~~ modified ~~in writing~~ from time to time, the “~~Credit~~ Term Loan Agreement”~~) among Albemarle Corporation, a Virginia corporation,~~ ; the ~~Lenders from time to time party thereto, and Bank of America, N.A.,~~ terms defined therein being used herein as ~~Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement~~therein defined). The ~~undersigned~~ Borrower promises to pay interest on the unpaid principal amount of ~~each Loan~~ the Loans from the date of ~~such Loan~~ the Loans until such principal amount is paid in full, at such interest ~~rates~~ rates, and payable at such ~~times~~ times, as ~~provided~~ are specified in the ~~Credit~~ Term Loan Agreement. ~~All payments of~~ Both principal and interest ~~shall be made~~ are payable in lawful money of the United States of America to the ~~Administrative~~ Agent for the account of the Lender in ~~Dollars in immediately available~~ same day funds at the ~~Administrative~~ Agent’s ~~Office~~Account. If The Loans owing to the Lender by the Borrower pursuant to the Term Loan Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any ~~amount~~ transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note, provided that the failure to so record any such Loan or any payment on account thereof shall not ~~paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from~~ affect the ~~due date thereof until~~ payment obligations of the ~~date of actual payment (and before as well as after judgment) computed at~~ Borrower hereunder or under the ~~per annum rate set forth in the Credit~~ Term Loan Agreement. This Promissory Note is one of the Notes referred to ~~in the Credit Agreement~~in, and is entitled to the benefits ~~thereof~~ of, the Term Loan Agreement. The Term Loan Agreement, among other things, (i) provides for the making of Loans by the Lender to the Borrower, the indebtedness of the Borrower resulting from such Loans being evidenced by this Promissory Note and ~~may be prepaid in whole or in part subject~~ (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The undersigned, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Notetherein specified. THIS PROMISSORY NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ~~ALBEMARLE CORPORATION, a Virginia corporation~~ ARIZONA PUBLIC SERVICE COMPANY By: :_________________________________ Name: Title: ~~Exhibit C~~ LOANS AND PAYMENTS OF PRINCIPAL Date Amount of Loan Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By EXHIBIT B — FORM OF ~~COMPLIANCE CERTIFICATE Financial Statement Date: , 20 To: Bank of America, N.A.~~NOTICE OF INITIAL BORROWING SunTrust Bank, as ~~Administrative~~ Agent Refor the Lenders party to the Term Loan Agreement referred to below Attention: ~~Credit Agreement dated as of August 15~~Agency Services February ____, ~~2014 (as amended~~2019 Ladies and Gentlemen: The undersigned, ~~restated~~Arizona Public Service Company, ~~extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia~~ an Arizona corporation (the “Borrower”), refers to the ~~Lenders~~ [execution version][draft dated 2/[__]/19] of the Term Loan Agreement (document ID number: ACTIVE 239570669 v.[__]) (as amended or modified from time to ~~time~~ time, the “Term Loan Agreement”, the terms defined therein being used herein as therein defined), among the undersigned, certain Lenders party thereto, SunTrust Bank, as Agent for said Lenders and the other agents party thereto, and ~~Bank of America~~hereby gives you notice, ~~N.A.~~irrevocably, as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned Responsible Officer hereby certifies as pursuant to Section 2.02 of the ~~date hereof~~ Term Loan Agreement that ~~[he][she] is~~ the of undersigned hereby requests the ~~Borrower~~Initial Borrowing under the Term Loan Agreement, and ~~that,~~ in ~~[his][her] capacity as such, [he][she] is authorized to execute and deliver this Certificate~~ that connection sets forth below the information relating to the ~~Administrative Agent on the behalf of the Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements:] [1. Attached hereto~~ Initial Borrowing as ~~Schedule 1 are the audited financial statements~~ required by Section ~~7.01(a~~2.02(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.] [Use following paragraph 1 for fiscal quarter-end financial statements:] [1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Consolidated Group in all material respects in accordance with GAAP as of the above date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.] [select one:]Term Loan Agreement:

Appears in 1 contract

Samples: Assignment and Assumption (Arizona Public Service Co)

CERTAIN ADDRESSES FOR NOTICES. Loan ~~Parties ALBEMARLE CORPORATION 000~~ Parties: Borrower: Vectren Capital, Corp. Xxx Xxxxxxx Xxxxxx ~~Xxxxx Xxxxx~~Xxxxxxxxxx, ~~Xxxxxxxxx~~ Xxxxxxx 00000 Attention: ~~Chief Financial Officer~~ Xxxxxx X. Xxxxxxx Telephone: ~~000.000.0000 Facsimile~~000-000-0000 Telecopier: ~~225.388.8924 Email~~000-000-0000 Guarantor: ~~xxxxx.xxxxxx@xxxxxxxxx.xxx With copy to: ALBEMARLE CORPORATION 000~~ Vectren Corporation Xxx Xxxxxxx Xxxxxx ~~Xxxxx Xxxxx~~Xxxxxxxxxx, ~~Xxxxxxxxx~~ Xxxxxxx 00000 Attention: ~~General Counsel~~ Xxxxxx X. Xxxxxxx Telephone: ~~000.000.0000 Facsimile~~000-000-0000 Telecopier: ~~225.388.8924 Email~~000-000-0000 Administrative Agent: xxxxx.xxxxxxx@xxxxxxxxx.xxx and ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx 00000 Attention: Treasurer Telephone: 000.000.0000 Facsimile: 225.388.7110 Email: xxxxxxx.xxxxxxx@xxxxxxxxx.xxx Administrative Agent For operational notices (borrowings, payments, etc.~~) Xxxx~~ ): JPMorgan Chase Bank, N.A. 10 X. ~~Xxxxxxx One Independence Center 000 X. Xxxxx~~ Xxxxxxxx Street Floor 7, Mail ~~Code: NC1~~Code XX0-~~001-05-46 Xxxxxxxxx~~0000 Xxxxxxx, XX 00000 ~~Phone~~Attention: ~~000.000.0000~~ Xxxxxx Xxxxxxxxxx Facsimile: ~~704.409.0355~~ 000-000-0000 Telephone: 000-000-0000 Email: ~~xxxx.xxxxxxx@xxxx.xxx For other purposes~~Xxxxxx.Xxxxxxxxxx@xxxxxxxx.xxx With a copy to: ~~Xxxxxx Xxxxxxxxxxx 000 Xxxxxxxxxx Xxxxxx~~ JPMorgan Chase Bank, N.A. 10 X. Xxxxxxxx Street Floor 9, Mail ~~Code: CA5~~Code XX0-~~705-04-09 Xxx Xxxxxxxxx~~0000 Xxxxxxx, XX 00000 ~~Phone~~Attention: ~~000.000.0000 Fascimile~~Xxxx Xxx Facsimile: ~~415.503.5099~~ 000-000-0000 Telephone: 000-000-0000 Email: ~~xxxxxx.x.xxxxxxxxxxx@xxxx.xxx~~ Xxxx.X.Xxx@xxxxxxxx.xxx With a copy to: JPMorgan Chase Bank, N.A. 10 X. Xxxxxxxx Street Floor 9, Mail Code XX0-0000 Xxxxxxx, XX 00000 Attention: Xxxx Xxxxxxx Facsimile: 000-000-0000 Telephone: 000-000-0000 Email: Xxxx.Xxxxxxx@xxxxxxxx.xxx Signature Page to Credit Agreement Exhibit A 2.02 FORM OF LOAN NOTICE Date: ___________, 20 201__ To: ~~Bank of America~~JPMorgan Chase Bank, N.A., as Administrative Agent ReLadies and Gentlemen: Reference is made to that certain Term Loan Credit ~~Agreement~~ Agreement, dated as of ~~August 15~~November 1, ~~2014~~ 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the ~~“Credit~~ "Agreement”) ;" the terms defined therein being used herein as therein defined), among ~~Albemarle Corporation~~Vectren Capital Corp., ~~a Virginia~~ an Indiana corporation (the “"Borrower”"), the Guarantor party thereto, the Lenders from time to time party thereto, and ~~Bank of America~~JPMorgan Chase Bank, N.A., as Administrative Agent. ~~Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen:~~ The undersigned hereby requests (select one): ¨ A Borrowing of ~~the~~ Term ~~Loan ¨~~ Loans A conversion or continuation of ~~the~~ Term ~~Loan On , (a Business Day). In the amount of $ .1 Comprised of (Type of Term Loan requested). For Eurodollar Rate~~ Loans: with an Interest Period of months. With respect to any Borrowing requested herein, the undersigned hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement has been satisfied on and as of the date of such Borrowing. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: 1 Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Exhibit B FORM OF NOTE , 20 FOR VALUE RECEIVED, the undersigned hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The undersigned promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The undersigned, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: Exhibit C FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: , 20 To: Bank of America, N.A., as Administrative Agent Re: Credit Agreement dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned Responsible Officer hereby certifies as of the date hereof that [he][she] is the of the Borrower, and that, in [his][her] capacity as such, [he][she] is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements:] [1. Attached hereto as Schedule 1 are the audited financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.] [Use following paragraph 1 for fiscal quarter-end financial statements:] [1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Consolidated Group in all material respects in accordance with GAAP as of the above date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.] [select one:]

Appears in 1 contract

Samples: Term Loan Credit Agreement (Vectren Corp)

CERTAIN ADDRESSES FOR NOTICES. Loan ~~Parties ALBEMARLE CORPORATION 000~~ Parties: Borrower: Vectren Utility Holdings, Inc. Xxx Xxxxxxx Xxxxxx ~~Xxxxx Xxxxx~~Xxxxxxxxxx, ~~Xxxxxxxxx~~ Xxxxxxx 00000 Attention: ~~Chief Financial Officer~~ Xxxxxxx X. Xxxxxxx Telephone: ~~000.000.0000~~ 000-000-0000 Telecopier: 000-000-0000 E-mail: xxxxxxxxx@xxxxxxx.xxx E-mail: xxxxxxxxxxxxxxxxxxx@xxxxxxx.xxx Guarantors: Indiana Gas Company, Inc. Vectren Energy Delivery of Ohio, Inc. Southern Indiana Gas and Electric Company Xxx Xxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxx 00000 Telephone: 000-000-0000 Telecopier: 000-000-0000 E-mail: xxxxxxxxx@xxxxxxx.xxx E-mail: xxxxxxxxxxxxxxxxxxx@xxxxxxx.xxx Administrative Agent: JPMorgan Chase Bank, N.A., as Administrative Agent JPM Loan & Agency Services 00 X. Xxxxxxxx St Chicago, IL 60603 Attn: [__] Telephone: [__] Facsimile: ~~225.388.8924 Email~~[__] Xxxxx Fargo:1 [__] [__] Attn: ~~xxxxx.xxxxxx@xxxxxxxxx.xxx With copy to: ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx 00000 Attention: General Counsel~~ [__] Telephone: ~~000.000.0000~~ [__] Facsimile: ~~225.388.8924 Email~~[__] 1 NTD: ~~xxxxx.xxxxxxx@xxxxxxxxx.xxx and ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx~~ Xxxxx Xxxxx, Xxxxxxxxx 00000 Attention: Treasurer Telephone: 000.000.0000 Facsimile: 225.388.7110 Email: xxxxxxx.xxxxxxx@xxxxxxxxx.xxx Administrative Agent For operational notices (borrowings, payments, etc.) Xxxx X. Xxxxxxx One Independence Center 000 X. Xxxxx Street Mail Code: NC1-001-05-46 Xxxxxxxxx, XX 00000 Phone: 000.000.0000 Facsimile: 704.409.0355 Email: xxxx.xxxxxxx@xxxx.xxx For other purposes: Xxxxxx Xxxxxxxxxxx 000 Xxxxxxxxxx Xxxxxx Mail Code: CA5-705-04-09 Xxx Xxxxxxxxx, XX 00000 Phone: 000.000.0000 Fascimile: 415.503.5099 Email: xxxxxx.x.xxxxxxxxxxx@xxxx.xxx Fargo to provide. Exhibit A 2.02 FORM OF LOAN NOTICE Date: ____________, ~~20 To: Bank of America~~20__ JPMorgan Chase Bank, ~~N.A.,~~ N.A. as Administrative Agent ReJPM Loan & Agency Services 00 X. Xxxxxxxx St Chicago, IL 60603 Ladies and Gentlemen: Reference is made to that certain Credit ~~Agreement~~ Agreement, dated as of ~~August 15~~July 30, ~~2014~~ 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “~~Credit~~ Agreement”) ;” the terms defined therein being used herein as therein defined), among ~~Albemarle Corporation~~Vectren Utility Holdings, ~~a Virginia~~ Inc., an Indiana corporation (the “Borrower”), the Guarantors party thereto, the Lenders from time to time party thereto, and ~~Bank of America~~JPMorgan Chase Bank, N.A., as Administrative Agent. ~~Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen:~~ The undersigned hereby requests (select one): ¨ A Borrowing of ~~the Term Loan ¨~~ Loans A conversion or continuation of ~~the Term Loan On , (a Business Day). In the amount of $ .1 Comprised of (Type of Term Loan requested). For Eurodollar Rate~~ Loans: with an Interest Period of months. With respect to any Borrowing requested herein, the undersigned hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement has been satisfied on and as of the date of such Borrowing. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: 1 Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Exhibit B FORM OF NOTE , 20 FOR VALUE RECEIVED, the undersigned hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The undersigned promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The undersigned, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: Exhibit C FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: , 20 To: Bank of America, N.A., as Administrative Agent Re: Credit Agreement dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned Responsible Officer hereby certifies as of the date hereof that [he][she] is the of the Borrower, and that, in [his][her] capacity as such, [he][she] is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements:] [1. Attached hereto as Schedule 1 are the audited financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.] [Use following paragraph 1 for fiscal quarter-end financial statements:] [1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Consolidated Group in all material respects in accordance with GAAP as of the above date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.] [select one:]

Appears in 1 contract

Samples: Term Loan Agreement (Vectren Utility Holdings Inc)

CERTAIN ADDRESSES FOR NOTICES. ~~Loan Parties ALBEMARLE CORPORATION~~ BORROWER: RGC Midstream, LLC 000 Xxxxxxx Xxxxxx ~~Xxxxx Xxxxx~~NE Roanoke, ~~Xxxxxxxxx 00000~~ VA 24016 Attention: ~~Chief Financial Officer Telephone: 000.000.0000 Facsimile: 225.388.8924 Email: xxxxx.xxxxxx@xxxxxxxxx.xxx With copy to: ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx~~Xxxx X. Xxxxxx, Xxxxxxxxx 00000 Attention: General Counsel Telephone: 000.000.0000 Facsimile: 225.388.8924 Email: xxxxx.xxxxxxx@xxxxxxxxx.xxx and ALBEMARLE CORPORATION 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx, Xxxxxxxxx 00000 Attention: Treasurer Telephone: ~~000.000.0000 Facsimile~~000-000-0000 Telecopier: ~~225.388.7110 Email~~000-000-0000 Electronic Mail: ~~xxxxxxx.xxxxxxx@xxxxxxxxx.xxx Administrative Agent For operational notices~~ xxxx_xxxxxx@xxxxxxxxxxxx.xxx U.S. Taxpayer Identification Number: 00-0000000 LENDER: Lender’s Office (~~borrowings, payments, etc.) Xxxx X. Xxxxxxx One Independence Center~~ for all notices): BB&T 000 ~~X. Xxxxx Street Mail Code: NC1-001-05-46 Xxxxxxxxx~~0xx Xxxxxx – Xxxxxxxxx Xxxxxxx, XX 00000 ~~Phone~~Attn: ~~000.000.0000 Facsimile~~Xxx X. Xxxxxx Telephone: ~~704.409.0355 Email~~000-000-0000 Telecopier: ~~xxxx.xxxxxxx@xxxx.xxx For other purposes~~000-000-0000 Electronic: xxx.xxxxxx@xxxxxx.xxx Wire instructions for payments: Bank: BB&T Routing #: [000000000] Address: 000 0xx Xxxxxx ~~Xxxxxxxxxxx 000 Xxxxxxxxxx Xxxxxx Mail Code: CA5-705-04-09 Xxx Xxxxxxxxx~~– Xxxxxxxxx Xxxxxxx, XX 00000 ~~Phone~~Attn: ~~000.000.0000 Fascimile~~Xxx X. Xxxxxx Beneficiary Account #: ~~415.503.5099 Email~~[9534668488 / 00005] Beneficiary Address: ~~xxxxxx.x.xxxxxxxxxxx@xxxx.xxx Exhibit~~ 000 Xxxxxxx Xxx. SW Roanoke, VA 24016 WBD (US) 46650096v4 EXHIBIT A FORM OF ~~LOAN NOTICE~~ COMPLIANCE CERTIFICATE Financial Statement Date: ___________, 20 To: ~~Bank of America~~Branch Banking and Trust Company Ladies and Gentlemen: Reference is made to that certain Term Loan Agreement, ~~N.A., as Administrative Agent Re: Credit Agreement~~ dated as of ~~August 15~~June 13, ~~2014~~ 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “~~Credit~~ Agreement~~”) among Albemarle Corporation~~;” the terms defined therein being used herein as therein defined), ~~a Virginia corporation~~ between the undersigned (~~the~~ “Borrower”), ~~the Lenders from time to time party thereto,~~ and ~~Bank of America, N.A.~~Branch Banking and Trust Company, as ~~Administrative Agent~~lender. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests (select one): ¨ A Borrowing of the Term Loan ¨ A conversion or continuation of the Term Loan On , (a Business Day). In the amount of $ .1 Comprised of (Type of Term Loan requested). For Eurodollar Rate Loans: with an Interest Period of months. With respect to any Borrowing requested herein, the undersigned hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement has been satisfied on and as of the date of such Borrowing. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: 1 Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Exhibit B FORM OF NOTE , 20 FOR VALUE RECEIVED, the undersigned hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The undersigned promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The undersigned, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. ALBEMARLE CORPORATION, a Virginia corporation By: Name: Title: Exhibit C FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: , 20 To: Bank of America, N.A., as Administrative Agent Re: Credit Agreement dated as of August 15, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) among Albemarle Corporation, a Virginia corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Ladies and Gentlemen: The undersigned Responsible Officer hereby certifies as of the date hereof that ~~[he][she]~~ he/she is the of ~~the~~ Borrower, and that, ~~in [his][her] capacity~~ as such, ~~[he][she]~~ he/she is authorized to execute and deliver this Certificate to ~~the Administrative Agent~~ Lender on the behalf of ~~the~~ Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements:] [1. Attached hereto as Schedule 1 are the audited financial statements required by Section 7.01(a) of the Credit Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.] [Use following paragraph 1 for fiscal quarter-end financial statements:] [1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 7.01(b) of the Credit Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Consolidated Group in all material respects in accordance with GAAP as of the above date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.] [select one:]]

Appears in 1 contract

Samples: Term Loan Agreement (RGC Resources Inc)

Common use of CERTAIN ADDRESSES FOR NOTICES Clause in Contracts