Certain Investments. EXHIBITS: A-1 Borrowing Notice A-2 Conversion/Continuation Notice A-3 Issuance Notice B-1 Tranche B-1 Term Loan Note B-2 Tranche B-2 Term Loan Note B-3 Revolving Loan Note B-4 Swing Line Note C Compliance Certificate D [Reserved] E Assignment Agreement F Certificate re Non-Bank Status G-1 Restatement Date Certificate G-2 Solvency Certificate H Counterpart Agreement I Pledge and Security Agreement J Mortgage K Landlord Waiver and Consent Agreement L Intercompany Note M Joinder Agreement SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of September 5, 2013, is entered into by and among FAIRMOUNT MINERALS, LTD., a Delaware corporation (the “U.S. Borrower” or the “Borrower Representative”), FAIRMOUNT MINERALS HOLDINGS, INC., a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES OF THE U.S. BORROWER, as Guarantors, LAKE SHORE SAND COMPANY (Ontario) LTD., an entity organized under the laws of the province of Ontario, Canada, as Canadian Borrower (the “Canadian Borrower”, and, together with the U.S. Borrower, the “Borrowers”), the Lenders party hereto from time to time, BARCLAYS BANK PLC (“Barclays Bank”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”), as Revolving Administrative Agent (together with its permitted successors in such capacity, the “Revolving Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”) as Syndication Agent (together with its permitted successors in such capacity, the “Syndication Agent”), and PNC BANK, NATIONAL ASSOCIATION (“PNC Bank”) and XXXXX FARGO SECURITIES, LLC (“Xxxxx Fargo Securities”), as Co-Documentation Agents (together with their permitted successors in such capacity, the “Co-Documentation Agents”).
Certain Investments. Make or maintain any Vendor Finance Investments (other than Vendor Finance Investments to the extent covered by independent third-party credit insurance as to which the insurer does not dispute coverage) that exceed in the aggregate, together with all other Vendor Finance Investments then outstanding $375,000,000 less the aggregate applicable amount of all Securitizations of the Borrower and the Restricted Subsidiaries at any time outstanding.
Certain Investments. EXHIBITS: A-1 Borrowing Notice A-2 Conversion/Continuation Notice B-1 [Reserved] B-3 Revolving Loan Note B-4 Swing Line Note C Compliance Certificate D [Reserved] E Assignment Agreement F U.S. Tax Compliance Certificate G-1 Closing Date Certificate G-2 Solvency Certificate H Counterpart Agreement I Pledge and Security Agreement J Mortgage K Landlord Waiver and Consent Agreement X X Intercompany Note Borrowing Base Certificate REVOLVING CREDIT AND GUARANTY AGREEMENT This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of November 1, 2017, is entered into by and among FAIRMOUNT SANTROL INC., a Delaware corporation (the “Borrower Representative” and together with each other Person which is, as of the Closing Date, signatory hereto as a borrower or is subsequently joined hereto as a borrower from time to time, collectively, the “Borrowers”, and each a “Borrower”), FMSA INC., a Delaware corporation (“Holdings”), the Lenders party hereto from time to time, PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”) and PNC CAPITAL MARKETS LLC (“PNC Capital Markets”), as Lead Arranger and Bookrunner. IN CONSIDERATION of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
Certain Investments. Make or maintain any Vendor Finance Investments (other than Vendor Finance Investments to the extent covered by independent third-party credit insurance as to which the insurer does not dispute coverage) that exceed in the aggregate, together with all other Vendor Finance Investments then outstanding $150,000,000 less the aggregate applicable amount of all Securitizations of the Borrower and its Subsidiaries at any time outstanding.
Certain Investments. (a) Make any Investments after the date of this Agreement in an Unrestricted Subsidiary or in any other Person that is not a Subsidiary at the time of (or as a result of) such Investment, unless (i) the lines of business in which such Unrestricted Subsidiary or other Person is primarily engaged are permitted for the MLP and the Issuer and their Restricted Subsidiaries under this Agreement, and (ii) at the time of the making of such Investment and after giving effect thereto, the MLP and the Issuer shall be in compliance on a pro forma basis with Section 10.12 and, if such Investment is made by a Restricted Subsidiary, such Restricted Subsidiary shall be in compliance with Section 10.3(b), in each case as of the most recent Quarter-End Date for which financial statements have been delivered pursuant to Section 7.1(a) or Section 7.1(b);
Certain Investments. Permit the assets of any Insurance Subsidiary to be invested at any time in violation of the following limitations:
Certain Investments. To the extent that investment securities of any Person that are subject to a stockholders, investment, operating or other similar agreement pursuant to which rights and obligations arising thereunder are jointly held or exercisable or are derived from common ownership are included in both the NBCU Assets and the Excluded NBCU Assets (including the investment securities of the Persons listed on Section 6.28 of the NBCU Disclosure Letter), the parties hereto shall (a) determine an equitable allocation of the non-economic rights and obligations arising under such agreements as between Newco and its Subsidiaries, on the one hand, and GE and its Subsidiaries, on the other hand (which allocation shall take into account the relative ownership of such investment securities and the relationship of Newco and its Subsidiaries with such Person after giving effect to the Closing) and (b) use their commercially reasonable efforts to cause such allocation to be implemented as of the Closing or as soon thereafter as possible (including executing any necessary assignment and assumption documents and obtaining any necessary consent of any third party).
Certain Investments. 1. Contributions to and interests of the Company in decommissioning trusts relating to the Palo Verde Nuclear Generating Station (“PVNG”) (to the extent such contributions and interest constitute investments) as contemplated by the ANPP Participation Agreement dated as of August 23, 1973, as amended.
Certain Investments. Prior to the Closing, the Company will liquidate any and all investment securities and cash equivalents which it owns so that the current assets of the Company at the time of the Closing will consist only of cash, accounts receivable and prepaid expenses. Prior to the Closing, Employee accounts will be liquidated or written off at the election of the Company.
Certain Investments. Investments in Investment Funds and special purpose vehicles in the ordinary course of business outstanding on the Closing Date. Schedule 6.11 Certain Affiliate Transactions Employee Notes (see attachment) XXXXXXXX XXXX ADVISORS, LLC NOTES RECEIVABLE ACCOUNTS Purpose - loans provided to employees to finance purchase of membership interests (with recourse) Principal Total Account 1817: Notes Receivable- *** Principal 24,000.00 Interest 4.45% Interest Payment Annually Account 1823: Notes Receivable- *** Principal 17,333.00 Interest 4.45% Interest Payment Annually Account 1824: Notes Receivable- *** Principal 34,667.00 Interest 4.45% Interest Payment Annually Account 1825: Notes Receivable- *** Principal 24,000.00 Interest 4.45% Interest Payment Annually Account 1828: Notes Receivable- *** Principal 50,000.00 Interest 4.45% Interest Payment Annually Account 1829: Notes Receivable- *** Principal 100,000 Interest 1.70% Interest Payment Annually Account 1840: Notes Receivable- *** Principal 31,282.29 Interest 1.70% Interest Payment Annually Account 1835: Notes Receivable- *** Principal 13,333.00 Interest 4.45% Interest Payment Annually 294,615.29 All notes are 10-year notes, due in December 2018, except Account No. 1829 and Account No. 1840, which are due in April 2020
