Certain U. S. Subsidiaries Schedule 1.01(i) Closing Date Foreign Subsidiary Borrower Agreements Schedule 2.01 Commitments Schedule 2.04(a) Swingline Dollar Commitments Schedule 2.04(b) Swingline Foreign Currency Commitments Schedule 2.05(a) Existing Letters of Credit Schedule 3.01 Organization and Good Standing Schedule 3.04 Governmental Approvals Schedule 3.05 Specified Transaction Documents Schedule 3.08(b) Subsidiaries Schedule 3.08(c) Subscriptions Schedule 3.09 Litigation Schedule 3.13 Taxes Schedule 3.18 Mortgaged Properties Schedule 3.20 Labor Matters Schedule 3.21 Insurance Schedule 6.01 Indebtedness Schedule 6.02 Liens Schedule 6.04 Investments Schedule 6.07 Transactions with Affiliates AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 22, 2003 (this "Agreement"), among TRW AUTOMOTIVE HOLDINGS CORP., a Delaware corporation ("Holdings"), TRW AUTOMOTIVE INTERMEDIATE HOLDINGS CORP., a Delaware corporation ("Intermediate Holdings"), TRW AUTOMOTIVE INC. (f/k/a TRW AUTOMOTIVE ACQUISITION CORP.), a Delaware corporation (the "U.S. Borrower"), the FOREIGN SUBSIDIARY BORROWERS party hereto, the LENDERS party hereto from time to time, JPMORGAN CHASE BANK, as administrative agent (in such capacity, the "Administrative Agent"), and as collateral agent (in such capacity, the "Collateral Agent") for the Lenders, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, XXXXXX COMMERCIAL PAPER INC., and DEUTSCHE BANK SECURITIES INC., each as co-syndication agent (in such capacity, a "Co-Syndication Agent"), and BANK OF AMERICA, N.A., as documentation agent (in such capacity, the "Documentation Agent"). Pursuant to or in connection with the Purchase Agreement (with such term and each other capitalized term used but not defined in this preamble having the meaning assigned thereto in Article I), (a) the Equity Contributions were made, (b) the financing transactions described in this preamble were consummated, (c) the Xxxxx Equity Contribution, the Xxxxx Loan, the Newco UK Equity Contribution, the Newco UK Loan, the Foreign Acquiror Equity Contributions and the Foreign Acquiror Loans were consummated, (d) the Stock Purchases were consummated, and (e) fees and expenses (the "Transaction Costs") incurred in connection with the Transactions were paid.
Certain U. S. Shareholders (such as corporations and individual retirement accounts) are not subject to backup withholding but may be required to provide evidence of their exemption from backup withholding. Exempt U.S. Shareholders should enter the appropriate exempt payee code on IRS Form W-9. See the enclosed IRS Form W-9 for instructions. A U.S. Shareholder that is not a U.S. person and is not acting on behalf of a U.S. person should not complete IRS Form W-9. Instead, to establish an exemption from backup withholding, such U.S. Shareholder should properly complete and submit an IRS Form W-8BEN, W-8BEN-E, W-8IMY, W-8ECI, or W-8EXP, as applicable, attesting to such exempt status. An appropriate IRS Form W-8 may be obtained from the Transfer Agent or on the IRS website (wxx.xxx.xxx).
Certain U. S. federal income tax consequences of the sale of Shares pursuant to the Offer and the conversion of Shares pursuant to the Merger are described in Section 5. THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY AND IN THEIR ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. THE TENDER OFFER
Certain U. S. FEDERAL INCOME TAX CONSEQUENCES The discussion set forth below of the U.S. federal income tax consequences of participating in the Offer is for general information only and does not purport to consider all aspects of federal income taxation that may be relevant to stockholders. The consequences to any particular stockholder may differ depending upon that stockholder's own circumstances and tax position. In addition, certain types of stockholders (including financial institutions, tax-exempt organizations, foreign persons and persons who acquired their Shares upon the exercise of employee stock options or otherwise as compensation) may be subject to special rules. The discussion does not consider the effect of any applicable foreign, state or local tax laws. EACH STOCKHOLDER IS URGED TO CONSULT HIS TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES OF THE OFFER TO SUCH STOCKHOLDER, INCLUDING THE APPLICATIONS OF STATE, LOCAL AND FOREIGN TAX LAWS. For purposes of this discussion, stockholders are assumed to hold their Shares as capital assets (generally, property held for investment). The sale of Shares pursuant to the Offer will be a taxable transaction, the consequences of which will be determined under the stock redemption rules of Section 302 of the Internal Revenue Code of 1986, as amended (the "Code"). Under those rules, the entire cash proceeds received by a stockholder for his Shares pursuant to the Offer will be treated as a distribution taxable as a dividend (to the extent of the Company's available "earnings and profits"), without regard to gain or loss realized, unless the particular stockholder satisfies one of the three tests described below. Amounts includible in income as a dividend will not be reduced by the stockholder's basis in the Shares purchased pursuant to the Offer and (except as described below for corporate holdings eligible for the dividends received deduction) the stockholder's basis in those Shares will be added to the stockholder's basis in the remaining Shares. If any of the tests described below are satisfied, the stockholder will recognize capital gain or loss equal to the difference between the cash proceeds received for the Shares pursuant to the Offer and the tax basis of such Shares. Under Section 302 the entire proceeds received from the sale of Shares pursuant to the Offer will be treated as a distribution unless the sale (a) results in a "complete redemption" of the stockholder's stock in the Company,
(b) is "substan...
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Certain U. S. REGULATIONS
(a) Each U.S. Borrower is not an investment company required to be registered, and not a company controlled by an investment company required to be registered, under the United States Investment Company Act of 1940, as amended.
(b) None of the proceeds of any Advance will be used, directly or indirectly, and whether immediately, ultimately or incidentally, for any purpose which results in a violation of the provisions of Regulations T, U or X.
(c) None of the Obligors nor any of their respective Subsidiaries are engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying "margin stock" within the meaning of such Regulation U.
(d) None of New NG nor any of its Subsidiaries is at the date of this Agreement subject to regulation as a "holding company", or an "affiliate" of a "holding company" or a "subsidiary company" of a "holding company", within the meaning of PUHCA. Existing NGG is and, following the Niagara Mohawk Acquisition Completion Date, NGG will be a "holding company" and each of its Subsidiaries will be "subsidiary companies" within the meaning of PUHCA. Without limiting Clause 18.10 (Authorisations), NGG and each of its Subsidiaries will be at all relevant times in compliance in all material respects with all applicable provisions of PUHCA and the rules, regulations and orders issued thereunder, all requisite declarations and applications to be made under PUHCA in respect of each Utilisation shall have been made and all notices, approvals and orders issued or given pursuant to PUHCA shall have been obtained and remain in effect, and no Utilisation will result in any breach or failure to comply with the applicable provisions of PUHCA and any applicable rules, regulations and orders issued thereunder.
(e) No Finance Party will by reason of (i) the ownership or operation by any Obligor of any Energy and Network Business or any Transmission Business, (ii) any Advance, (iii) any Security Interest which may be given under or in respect of the Facilities or (iv) any other transaction or relationship contemplated by any Finance Document, be deemed by any governmental or quasi-governmental authority, instrumentality or regulatory body, to be, or to be subject to regulation as, an "electric utility", "electric utility company", "electric corporation", "electrical company", "public utility", "natural gas company" (transporting gas in interstate commerce), "gas utility",...
Certain U. S. FEDERAL INCOME TAX CONSEQUENCES The following description summarizes the material United States federal income tax consequences of the Offer to the holders of Shares accepting the Offer. It is based on the Internal Revenue Code of 1986, as amended ("Code"), regulations under the Code, and court and administrative rulings and decisions in effect on the date of the Offer, all of which are subject to change, possibly retroactively. Any change could affect the continuing validity of the tax consequences described in this Offer to Purchase. LCC has not requested and will not request an advance ruling from the Internal Revenue Service, nor will it be securing any tax opinions, as to the tax consequences of the Offer. This description is not binding on the Internal Revenue Service, and there can be no assurance that the Internal Revenue Service will not disagree with or challenge any of the conclusions described below.
Certain U. S. persons employed by Weatherford in the United States and abroad played instrumental roles in executing the Iran UBD contract and organizing Weatherford resources to fulfill those contracts. These U.S.-person employees knew that it was against U.S. law to be involved in exports in support of Xxxxxxxxxxx'x business in Iran. A Weatherford manager actively coordinated activities in the company to ensure completion of the UBD project in Iran, regardless of U.S. prohibitions. This manager was aware that he could not be involved in this business and took steps to conceal his involvement by using code words to refer to Iran in written correspondence. Others at Weatherford gave advice and directions concerning execution of the project, including occasionally directing the activities of non-U .S. person employees involved in the contract. 34. Late in 2002, XXXXX assessed the soil of certain oil fields in Iran to determine whether drilling could be accomplished by using Xxxxxxxxxxx'x state-of-the-art UBD technology and equipment. WOTME and XXXX had been engaged in discussions about potential UBD services from as early as 1999 until August of 2003.
Certain U. S. Sales and Use Taxes. Seller may invoice Buyer the amount of any U.S. state or local sales or use taxes imposed on Seller under applicable law in connection with the sale of equipment and inventory under this Agreement, and if applicable, will list the taxing jurisdiction imposing the Tax on such invoice. Buyer agrees to pay all such U.S. state or local sales or use Taxes to Seller which are stated on an invoice submitted by Seller promptly upon receipt of such invoice. Seller agrees to timely remit such Taxes to the appropriate taxing authorities.
