CHANGED. (OR HAS HAD CHANGED) ITS ORGANIZATION IDENTIFICATION NUMBER, IF ANY, ISSUED BY ITS JURISDICTION OR ORGANIZATION, (v) CHANGED ITS JURISDICTION OF ORGANIZATION, (vi) CHANGED THE END OF ITS FISCAL YEAR, OR (vii) FORMED ANY NEW SUBSIDIARY OR ENTERED INTO ANY PARTNERSHIP OR JOINT VENTURE WITH ANY PERSON, SUCH CHANGE SHALL BE SPECIFIED BELOW; IF NO SUCH CHANGE HAS BEEN MADE, STATE "NONE."] Schedule 3 to Exhibit 4.5(n) Page 1 SCHEDULE 4 EXHIBIT 4.5(n) CAPITALIZATION CHANGES [IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE IN AUTHORIZED STOCK, ISSUED AND OUTSTANDING STOCK, OR IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE PERTAINING TO PREEMPTIVE RIGHTS OR ANY OTHER OUTSTANDING RIGHTS, OPTIONS, WARRANTS, CONVERSION RIGHTS OR SIMILAR AGREEMENTS OR UNDERSTANDINGS FOR THE PURCHASE OR ACQUISITION OF ANY STOCK, SUCH CHANGE SHALL BE SET FORTH BELOW; IF NO SUCH CHANGE HAS OCCURRED, STATE "NONE."] EXHIBIT 8.1 TO CREDIT AGREEMENT ASSIGNMENT AGREEMENT This Assignment Agreement (this "Agreement") is made as of ___________ __, ____ by and between __________________________________ ("Assignor Lender") and ________________________ ("Assignee Lender") and acknowledged and consented to by The Bank of New York, as agent ("Agent"). All capitalized terms used in this Agreement and not otherwise defined herein will have the respective meanings set forth in the Credit Agreement as hereinafter defined. [DRAFTING NOTE: THE TERMS OF THIS AGREEMENT WILL VARY SUBSTANTIALLY FOR ASSIGNMENTS OF 100% OF A LENDER'S TERM LOAN COMMITMENTS AS OPPOSED TO PARTIAL ASSIGNMENT]
Appears in 1 contract
CHANGED. (OR HAS HAD CHANGED) ITS ORGANIZATION IDENTIFICATION NUMBER, IF ANY, ISSUED BY ITS JURISDICTION OR ORGANIZATION, (v) CHANGED ITS JURISDICTION OF ORGANIZATION, (vi) CHANGED THE END OF ITS FISCAL YEAR, OR (vii) FORMED ANY NEW SUBSIDIARY OR ENTERED INTO ANY PARTNERSHIP OR JOINT VENTURE WITH ANY PERSON, SUCH CHANGE SHALL BE SPECIFIED BELOW; IF NO SUCH CHANGE HAS BEEN MADE, STATE "NONE."] Schedule 3 to Exhibit 4.5(n4.5(o) Page 1 SCHEDULE 4 EXHIBIT 4.5(n4.5(o) CAPITALIZATION CHANGES [IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE IN AUTHORIZED STOCK, ISSUED AND OUTSTANDING STOCK, OR IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE PERTAINING TO PREEMPTIVE RIGHTS OR ANY OTHER OUTSTANDING RIGHTS, OPTIONS, WARRANTS, CONVERSION RIGHTS OR SIMILAR AGREEMENTS OR UNDERSTANDINGS FOR THE PURCHASE OR ACQUISITION OF ANY STOCK, SUCH CHANGE SHALL BE SET FORTH BELOW; IF NO SUCH CHANGE HAS OCCURRED, STATE "NONE."] EXHIBIT 8.1 TO CREDIT AGREEMENT ASSIGNMENT AGREEMENT This Assignment Agreement (this "Agreement") is made as of ___________ __, ____ by and between __________________________________ ("Assignor Lender") and ________________________ ("Assignee Lender") and acknowledged and consented to by The Bank of New YorkXXXXXXX XXXXX CAPITAL, as agent ("Agent"). All capitalized terms used in this Agreement and not otherwise defined herein will have the respective meanings set forth in the Credit Agreement as hereinafter defined. [DRAFTING NOTE: THE TERMS OF THIS AGREEMENT WILL VARY SUBSTANTIALLY FOR ASSIGNMENTS OF 100% OF A LENDER'S TERM LOAN COMMITMENTS AS OPPOSED TO PARTIAL ASSIGNMENT]
Appears in 1 contract
CHANGED. (OR HAS HAD CHANGED) ITS ORGANIZATION IDENTIFICATION NUMBER, IF ANY, ISSUED BY ITS JURISDICTION OR ORGANIZATION, (vV) CHANGED ITS JURISDICTION OF ORGANIZATION, (viVI) CHANGED THE END OF ITS FISCAL YEAR, OR (viiVII) FORMED ANY NEW SUBSIDIARY OR ENTERED INTO ANY PARTNERSHIP OR JOINT VENTURE WITH ANY PERSON, SUCH CHANGE SHALL BE SPECIFIED BELOW; IF NO SUCH CHANGE HAS BEEN MADE, STATE "NONE."] Schedule 3 to Exhibit 4.5(n) Page 1 SCHEDULE 4 EXHIBIT 4.5(n) Annex F CAPITALIZATION CHANGES [IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE IN AUTHORIZED STOCK, ISSUED AND OUTSTANDING STOCK OR THE IDENTITY OF THE HOLDERS OF ANY STOCK, OR IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE PERTAINING TO PREEMPTIVE RIGHTS OR ANY OTHER OUTSTANDING RIGHTS, OPTIONS, WARRANTS, CONVERSION RIGHTS OR SIMILAR AGREEMENTS OR UNDERSTANDINGS FOR THE PURCHASE OR ACQUISITION OF ANY STOCK, SUCH CHANGE SHALL BE SET FORTH BELOW; IF NO SUCH CHANGE HAS OCCURRED, STATE "NONE."] EXHIBIT 8.1 TO CREDIT AGREEMENT ASSIGNMENT AGREEMENT This Assignment Agreement (this "Agreement"6.2(d) is made as of BORROWING BASE CERTIFICATE RADNET MANAGEMENT, INC. DATE: ___________ __, ______ This Certificate is given by and between Radnet Management, Inc. ("BORROWER") pursuant to subsection 6.2(d) of that certain Credit Agreement dated as of ____________________________, ______ ("Assignor Lender") among Borrower, the other Credit Parties party thereto, the Lenders from time to time party thereto and ________________________ ("Assignee Lender") and acknowledged and consented to by The Bank of New YorkGeneral Electric Capital Corporation, as agent for the Lenders (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time the "AgentCREDIT AGREEMENT"). All capitalized Capitalized terms used in this Agreement and not otherwise defined herein will without definition shall have the respective meanings set forth in the Credit Agreement as hereinafter definedAgreement. [DRAFTING NOTE: THE TERMS OF THIS AGREEMENT WILL VARY SUBSTANTIALLY FOR ASSIGNMENTS OF 100% OF A LENDER'S TERM LOAN COMMITMENTS AS OPPOSED TO PARTIAL ASSIGNMENT]The undersigned is duly authorized to execute and deliver this Certificate on behalf of Borrower. By executing this Certificate such officer hereby certifies to Agent and Lenders that:
Appears in 1 contract
CHANGED. (OR HAS HAD CHANGED) ITS ORGANIZATION IDENTIFICATION NUMBER, IF ANY, ISSUED BY ITS JURISDICTION OR ORGANIZATION, (vV) CHANGED ITS JURISDICTION OF ORGANIZATION, (viVI) CHANGED THE END OF ITS FISCAL YEAR, OR (viiVII) FORMED ANY NEW SUBSIDIARY OR ENTERED INTO ANY PARTNERSHIP OR JOINT VENTURE WITH ANY PERSON, SUCH CHANGE SHALL BE SPECIFIED BELOW; IF NO SUCH CHANGE HAS BEEN MADE, STATE "NONE."] Schedule 3 to Exhibit 4.5(n) Page 1 Annex F-11 SCHEDULE 4 EXHIBIT 4.5(n) Annex F CAPITALIZATION CHANGES [IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE IN AUTHORIZED STOCK, ISSUED AND OUTSTANDING STOCK OR THE IDENTITY OF THE HOLDERS OF ANY STOCK, OR IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE PERTAINING TO PREEMPTIVE RIGHTS OR ANY OTHER OUTSTANDING RIGHTS, OPTIONS, WARRANTS, CONVERSION RIGHTS OR SIMILAR AGREEMENTS OR UNDERSTANDINGS FOR THE PURCHASE OR ACQUISITION OF ANY STOCK, SUCH CHANGE SHALL BE SET FORTH BELOW; IF NO SUCH CHANGE HAS OCCURRED, STATE "NONE."] EXHIBIT 8.1 TO CREDIT AGREEMENT ASSIGNMENT AGREEMENT This Assignment Agreement (this "Agreement"6.2(d) EBITDA Consolidated Net Income is made defined as of follows: Net income during the measuring period on a consolidated basis excluding: $___________ __the income (or deficit) of any Person accrued prior to the date it became a Subsidiary of, ____ by and between _______________________or was merged or consolidated into, Holdings or any of Holdings' Subsidiaries ___________ the income ("Assignor Lender"or deficit) and _____________of any Person (other than a Subsidiary) in which Holdings has an ownership interest, except to the extent any such income has actually been received by Borrower or any of its Subsidiaries in the form of cash dividends or distributions ___________ the undistributed earnings of any Subsidiary of Holdings to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation or requirement of law applicable to such Subsidiary ___________ any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of income accrued during such period ___________ any net gain attributable to the write-up of any asset ___________ any loss attributable to the write-down of any asset ("Assignee Lender"other than Accounts ___________ and Inventory) any net gain from the collection of the proceeds of life insurance policies ___________ any net gain arising from the acquisition of any securities, or the extinguishment of any Indebtedness, of Holdings or any of its Subsidiaries ___________ any deferred credit representing the excess of equity in any Subsidiary of Holdings at the date of acquisition of such Subsidiary over the cost to Holdings of the investment in such Subsidiary ___________ Consolidated Net Income $___________ =========== EBITDA is defined as follows: Consolidated Net Income (from above) $__________ LESS: (in each case to the extent included in the calculation of Consolidated Net Income, but without duplication): income tax credits ___________ interest income ___________ gain from extraordinary items ___________ any gain arising from the sale, exchange or other disposition of assets (including Equipment) out of the ordinary course of business, other than Accounts and acknowledged and consented Inventory ___________ any other non-cash gains ___________ expenditures related to by The Bank of New York, as agent ("Agent"). All capitalized terms used in this Agreement the Related Transactions and not otherwise defined herein will have reflected on the respective meanings set forth Pro Forma or the footnotes thereto ___________ non-recurring gains ___________ PLUS: (in each case to the extent deducted in the Credit calculation of Consolidated Net Income, but without duplication): any provision for income taxes ___________ Interest expense (whether cash or non-cash) deducted in the determination ___________ of Consolidated Net Income, including interest expense with respect to any Funded Debt and interest expense that has been capitalized depreciation and amortization ___________ amortized debt discount (but in the case of amortization and expenses of Related Transactions, only to the extent included in the Pro Forma) ___________ any deduction as the result of any grant to any members of the management of Holdings or any of its Subsidiaries of any Stock ___________ loss from extraordinary items ___________ any loss arising from the sale, exchange or other disposition of assets (including Equipment) out of the ordinary course of business, other than Accounts and Inventory ___________ any other non-cash losses (other than non-cash losses relating to write-offs, write-downs or reserves with respect to Accounts and Inventory) ___________ expenses of the Related Transactions, provided that such expenses were included in the Pro Forma, or disclosed in any notes thereto ___________ employee severance expenses and retention bonuses in an aggregate amount not to exceed $2,600,000 paid on or prior to December 31, 2007 which expenses arose as a result of the transactions contemplated by the Merger Agreement as hereinafter defined. [DRAFTING NOTEfor all periods ending on or after the Closing Date Other agreed to adjustments ___________ PLUS: THE TERMS OF THIS AGREEMENT WILL VARY SUBSTANTIALLY FOR ASSIGNMENTS OF 100% OF A LENDER'S TERM LOAN COMMITMENTS AS OPPOSED TO PARTIAL ASSIGNMENT]Pro Forma Cost Savings(1) ___________ EBITDA(2) $__________ ==========
Appears in 1 contract
Samples: Credit Agreement (RadNet, Inc.)
CHANGED. (OR HAS HAD CHANGED) ITS ORGANIZATION IDENTIFICATION NUMBER, IF ANY, ISSUED BY ITS JURISDICTION OR ORGANIZATION, (vV) CHANGED ITS JURISDICTION OF ORGANIZATION, (viVI) CHANGED THE END OF ITS FISCAL YEAR, OR (viiVII) FORMED ANY NEW SUBSIDIARY OR ENTERED INTO ANY PARTNERSHIP OR JOINT VENTURE WITH ANY PERSON, SUCH CHANGE SHALL BE SPECIFIED BELOW; IF NO SUCH CHANGE HAS BEEN MADE, STATE "NONE."] Schedule 3 to Exhibit 4.5(n) Page 1 Annex F-15 SCHEDULE 4 EXHIBIT 4.5(n) Annex F CAPITALIZATION CHANGES [IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE IN AUTHORIZED STOCK, ISSUED AND OUTSTANDING STOCK OR THE IDENTITY OF THE HOLDERS OF ANY STOCK, OR IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE PERTAINING TO PREEMPTIVE RIGHTS OR ANY OTHER OUTSTANDING RIGHTS, OPTIONS, WARRANTS, CONVERSION RIGHTS OR SIMILAR AGREEMENTS OR UNDERSTANDINGS FOR THE PURCHASE OR ACQUISITION OF ANY STOCK, SUCH CHANGE SHALL BE SET FORTH BELOW; IF NO SUCH CHANGE HAS OCCURRED, STATE "NONE."] EXHIBIT 8.1 TO CREDIT AGREEMENT ASSIGNMENT AGREEMENT This Assignment Agreement (this "Agreement"6.2(d) is made as of BORROWING BASE CERTIFICATE RADNET MANAGEMENT, INC. DATE: ___________ __, ______ This Certificate is given by and between Radnet Management, Inc. ("BORROWER") pursuant to subsection 6.2(d) of that certain Credit Agreement dated as of ____________________________, ______ ("Assignor Lender") among Borrower, the other Credit Parties party thereto, the Lenders from time to time party thereto and ________________________ ("Assignee Lender") and acknowledged and consented to by The Bank of New YorkGeneral Electric Capital Corporation, as agent for the Lenders (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time the "AgentCREDIT AGREEMENT"). All capitalized Capitalized terms used in this Agreement and not otherwise defined herein will without definition shall have the respective meanings set forth in the Credit Agreement as hereinafter definedAgreement. [DRAFTING NOTE: THE TERMS OF THIS AGREEMENT WILL VARY SUBSTANTIALLY FOR ASSIGNMENTS OF 100% OF A LENDER'S TERM LOAN COMMITMENTS AS OPPOSED TO PARTIAL ASSIGNMENT]The undersigned is duly authorized to execute and deliver this Certificate on behalf of Borrower. By executing this Certificate such officer hereby certifies to Agent and Lenders that:
Appears in 1 contract
Samples: Credit Agreement (RadNet, Inc.)
CHANGED. (NEW) OR HAS HAD CHANGED) ITS ADDED INFORMATION: 7a. ORGANIZATION'S NAME OR 7b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 7d. TAX ID #: SSN OR EIN ADD'L INFO RE 7e. TYPE OF ORGANIZATION IDENTIFICATION NUMBER, IF ANY, ISSUED BY ITS JURISDICTION OR ORGANIZATION, (v) CHANGED ITS 7f. JURISDICTION OF ORGANIZATIONORGANIZATION 7g. ORGANIZATIONAL ID #, if any ORGANIZATION DEBTOR [ ] NONE ------------------------------------------------------------------------------------------------------------------------------------ 8. AMENDMENT (vi) CHANGED THE END COLLATERAL CHANGE): check only one box. Describe collateral [X] deleted or [ ] added, or give entire [ ] restated collateral description, or describe collateral [ ] assigned. See attached Schedule A of deleted collateral, which collateral Secured Party releases. ------------------------------------------------------------------------------------------------------------------------------------ 9. NAME OF ITS FISCAL YEARSECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, OR (vii) FORMED ANY NEW SUBSIDIARY OR ENTERED INTO ANY PARTNERSHIP OR JOINT VENTURE WITH ANY PERSON, SUCH CHANGE SHALL BE SPECIFIED BELOW; IF NO SUCH CHANGE HAS BEEN MADE, STATE "NONE."] Schedule 3 to Exhibit 4.5(n) Page 1 SCHEDULE 4 EXHIBIT 4.5(n) CAPITALIZATION CHANGES [IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE IN AUTHORIZED STOCK, ISSUED AND OUTSTANDING STOCK, OR IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE PERTAINING TO PREEMPTIVE RIGHTS OR ANY OTHER OUTSTANDING RIGHTS, OPTIONS, WARRANTS, CONVERSION RIGHTS OR SIMILAR AGREEMENTS OR UNDERSTANDINGS FOR THE PURCHASE OR ACQUISITION OF ANY STOCK, SUCH CHANGE SHALL BE SET FORTH BELOW; IF NO SUCH CHANGE HAS OCCURRED, STATE "NONE."] EXHIBIT 8.1 TO CREDIT AGREEMENT ASSIGNMENT AGREEMENT This Assignment Agreement (if this "Agreement") is made as of ___________ __, ____ by and between __________________________________ ("Assignor Lender") and ________________________ ("Assignee Lender") and acknowledged and consented to by The Bank of New York, as agent ("Agent"an Assignment). All capitalized terms used in If this Agreement is an Amendment authorized by a Debtor which adds collateral or adds the authorizing Debtor, or if this is a Termination authorized by a Debtor, check here [] and not otherwise defined herein will have the respective meanings set forth in the Credit Agreement as hereinafter definedenter name of DEBTOR authorizing this Amendment. [DRAFTING NOTE: 9a. ORGANIZATION'S NAME THE TERMS OF THIS AGREEMENT WILL VARY SUBSTANTIALLY FOR ASSIGNMENTS OF 100% OF A LENDERCANOPY GROUP, INC. OR 9b. INDIVIDUAL'S TERM LOAN COMMITMENTS AS OPPOSED TO PARTIAL ASSIGNMENT]LAST NAME FIRST NAME MIDDLE NAME SUFFIX ------------------------------------------------------------------------------------------------------------------------------------ 10. OPTIONAL FILER REFERENCE DATA DE-SOS #4869154 ------------------------------------------------------------------------------------------------------------------------------------ FILING OFFICE COPY--NATIONAL UCC FINANCING STATEMENT AMENDMENT (FORM UCC3)(REV. 07/29/98) UCC FINANCING STATEMENT AMENDMENT FOLLOW INSTRUCTIONS (front and back) CAREFULLY
Appears in 1 contract
CHANGED. (OR HAS HAD CHANGED) ITS ORGANIZATION IDENTIFICATION NUMBER, IF ANY, ISSUED BY ITS JURISDICTION OR ORGANIZATION, (vV) CHANGED ITS JURISDICTION OF ORGANIZATION, (viVI) CHANGED THE END OF ITS FISCAL YEAR, OR (viiVII) FORMED ANY NEW SUBSIDIARY OR ENTERED INTO ANY PARTNERSHIP OR JOINT VENTURE WITH ANY PERSON, SUCH CHANGE SHALL BE SPECIFIED BELOW; IF NO SUCH CHANGE HAS BEEN MADE, STATE "NONE."] Schedule 3 to Exhibit 4.5(n) Page 1 131 SCHEDULE 4 EXHIBIT 4.5(nExhibit 4.9(k) CAPITALIZATION CHANGES [IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE IN AUTHORIZED STOCK, ISSUED AND OUTSTANDING STOCK OR THE IDENTITY OF THE HOLDERS OF ANY STOCK, OR IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE PERTAINING TO PREEMPTIVE RIGHTS OR ANY OTHER OUTSTANDING RIGHTS, OPTIONS, WARRANTS, CONVERSION RIGHTS OR SIMILAR AGREEMENTS OR UNDERSTANDINGS FOR THE PURCHASE OR ACQUISITION OF ANY STOCK, SUCH CHANGE SHALL BE SET FORTH BELOW; IF NO SUCH CHANGE HAS OCCURRED, STATE "NONE."] 132 EXHIBIT 8.1 TO 6.1(o) to CREDIT AGREEMENT ASSIGNMENT INTERCREDITOR AGREEMENT This Assignment INTERCREDITOR AGREEMENT, dated as of October 15, 2002 is entered into among GENERAL ELECTRIC CAPITAL CORPORATION, as Senior Agent (as defined below), U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee and under the Indenture (as such terms are defined below); U.S. BANK TRUST NATIONAL ASSOCIATION, as Collateral Agent under the Noteholder Security Agreement (this as such terms are defined below), and the parties whose names are set forth below "AgreementCredit Parties" on the signature pages hereto (each such party being referred to as an ") is made as of ___________ __Obligor", ____ by and between __________________________________ (collectively, the "Assignor Lender") and ________________________ ("Assignee Lender") and acknowledged and consented to by The Bank of New York, as agent ("AgentObligors"). All capitalized terms used in this Agreement and not otherwise defined herein will have the respective meanings set forth in the Credit Agreement as hereinafter defined. [DRAFTING NOTE: THE TERMS OF THIS AGREEMENT WILL VARY SUBSTANTIALLY FOR ASSIGNMENTS OF 100% OF A LENDER'S TERM LOAN COMMITMENTS AS OPPOSED TO PARTIAL ASSIGNMENT].
Appears in 1 contract
Samples: Credit Agreement (Golfsmith International Holdings Inc)
CHANGED. (OR HAS HAD CHANGED) ITS ORGANIZATION IDENTIFICATION NUMBER, IF ANY, ISSUED BY ITS JURISDICTION OR ORGANIZATION, (v) CHANGED ITS JURISDICTION OF ORGANIZATION, (vi) CHANGED THE END OF ITS FISCAL YEAR, OR (vii) FORMED ANY NEW SUBSIDIARY OR ENTERED INTO ANY PARTNERSHIP OR JOINT VENTURE WITH ANY PERSON, SUCH CHANGE SHALL BE SPECIFIED BELOW; IF NO SUCH CHANGE HAS BEEN MADE, STATE "NONE."] Schedule 3 to Exhibit 4.5(n) Page 1 " SCHEDULE 4 EXHIBIT 4.5(nExhibit 4.9(l) CAPITALIZATION CHANGES [IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE IN AUTHORIZED STOCK, ISSUED AND OUTSTANDING STOCK OR THE IDENTITY OF THE HOLDERS OF ANY STOCK, OR IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE PERTAINING TO PREEMPTIVE RIGHTS OR ANY OTHER OUTSTANDING RIGHTS, OPTIONS, WARRANTS, CONVERSION RIGHTS OR SIMILAR AGREEMENTS OR UNDERSTANDINGS FOR THE PURCHASE OR ACQUISITION OF ANY STOCK, SUCH CHANGE SHALL BE SET FORTH BELOW; IF NO SUCH CHANGE HAS OCCURRED, STATE "NONE."] " EXHIBIT 8.1 TO to CREDIT AGREEMENT ASSIGNMENT AGREEMENT This Assignment Agreement (this "Agreement") is made as of ___________ __, ____ by and between __________________________________ ("Assignor Lender") and ________________________ ("Assignee Lender") and acknowledged and consented to by The Bank of New YorkGENERAL ELECTRIC CAPITAL CORPORATION, as agent ("Agent"). All capitalized terms used in this Agreement and not otherwise defined herein will have the respective meanings set forth in the Credit Agreement as hereinafter defined. [DRAFTING NOTE: THE TERMS OF THIS AGREEMENT WILL VARY SUBSTANTIALLY FOR ASSIGNMENTS OF 100% OF A LENDER'S TERM LOAN COMMITMENTS AS OPPOSED TO PARTIAL ASSIGNMENT].
Appears in 1 contract
CHANGED. (NEW) OR HAS HAD CHANGED) ITS ADDED INFORMATION: 7a. ORGANIZATION'S NAME ------------------------------------------------------------------------------------------------------------------------------------ OR 7b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 7d. TAX ID #: SSN OR EIN ADD'L INFO RE 7e. TYPE OF ORGANIZATION IDENTIFICATION NUMBER, IF ANY, ISSUED BY ITS JURISDICTION OR ORGANIZATION, (v) CHANGED ITS 7f. JURISDICTION OF ORGANIZATIONORGANIZATION 7g. ORGANIZATIONAL ID #, if any ORGANIZATION DEBTOR [ ] NONE ------------------------------------------------------------------------------------------------------------------------------------ 8. AMENDMENT (vi) CHANGED THE END COLLATERAL CHANGE): check only one box. Describe collateral [X] deleted or [ ] added, or give entire [ ] restated collateral description, or describe collateral [ ] assigned. See attached Schedule A of deleted collateral, which collateral Secured Party releases. ------------------------------------------------------------------------------------------------------------------------------------ 9. NAME OF ITS FISCAL YEARSECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, OR (vii) FORMED ANY NEW SUBSIDIARY OR ENTERED INTO ANY PARTNERSHIP OR JOINT VENTURE WITH ANY PERSON, SUCH CHANGE SHALL BE SPECIFIED BELOW; IF NO SUCH CHANGE HAS BEEN MADE, STATE "NONE."] Schedule 3 to Exhibit 4.5(n) Page 1 SCHEDULE 4 EXHIBIT 4.5(n) CAPITALIZATION CHANGES [IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE IN AUTHORIZED STOCK, ISSUED AND OUTSTANDING STOCK, OR IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE PERTAINING TO PREEMPTIVE RIGHTS OR ANY OTHER OUTSTANDING RIGHTS, OPTIONS, WARRANTS, CONVERSION RIGHTS OR SIMILAR AGREEMENTS OR UNDERSTANDINGS FOR THE PURCHASE OR ACQUISITION OF ANY STOCK, SUCH CHANGE SHALL BE SET FORTH BELOW; IF NO SUCH CHANGE HAS OCCURRED, STATE "NONE."] EXHIBIT 8.1 TO CREDIT AGREEMENT ASSIGNMENT AGREEMENT This Assignment Agreement (if this "Agreement") is made as of ___________ __, ____ by and between __________________________________ ("Assignor Lender") and ________________________ ("Assignee Lender") and acknowledged and consented to by The Bank of New York, as agent ("Agent"an Assignment). All capitalized terms used in If this Agreement is an Amendment authorized by a Debtor which adds collateral or adds the authorizing Debtor, or if this is a Termination authorized by a Debtor, check here [ ] and not otherwise defined herein will have the respective meanings set forth in the Credit Agreement as hereinafter definedenter name of DEBTOR authorizing this Amendment. [DRAFTING NOTE: 9a. ORGANIZATION'S NAME THE TERMS OF THIS AGREEMENT WILL VARY SUBSTANTIALLY FOR ASSIGNMENTS OF 100% OF A LENDERCANOPY GROUP, INC. OR 9b. INDIVIDUAL'S TERM LOAN COMMITMENTS AS OPPOSED TO PARTIAL ASSIGNMENT]LAST NAME FIRST NAME MIDDLE NAME SUFFIX ------------------------------------------------------------------------------------------------------------------------------------ 10. OPTIONAL FILER REFERENCE DATA CA-SOS #4889170 ------------------------------------------------------------------------------------------------------------------------------------ FILING OFFICE COPY--NATIONAL UCC FINANCING STATEMENT AMENDMENT (FORM UCC3)(REV. 07/29/98)
Appears in 1 contract
CHANGED. (NEW) OR HAS HAD CHANGED) ITS ORGANIZATION IDENTIFICATION NUMBER, IF ANY, ISSUED BY ITS JURISDICTION ADDED INFORMATION: ------------------------------------------------------------------------------------------------------------------------------ 7a. ORGANIZATION'S NAME OR ORGANIZATION, (v) CHANGED ITS ----- ------------------------------------------------------ -------------------------------- ------------------------- ------------ 7b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX ------------------------------------------------------------ -------------------------------- -------- ---------------- ------------ 7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY ------------------------ ------------- --------------------- -------------------------------- ------------------------- ------------ 7d. SEE INSTRUCTIONS ADD'L INFO 7e. TYPE OF 7f. JURISDICTION OF ORGANIZATION7g. ORGANIZATIONAL ID #, if any RE ORGANIZATION ORGANIZATION ORGANIZATION DEBTOR |_| NONE ------------------------------------------------------------------------------------------------------------------------------------ 8. AMENDMENT (vi) CHANGED COLLATERAL CHANGE): check only one box: Describe collateral |_| deleted or |_| added, or give entire |X| restated collateral description, or describe collateral |_| assigned. THE END DEBTOR'S PORTFOLIO OF ITS FISCAL YEARINTERNET DOMAIN NAMES TRANSFERRED FROM THE SECURED PARTY TO THE DEBTOR PURSUANT TO THE DOMAIN PORTFOLIO PURCHASE AGREEMENT DATED DECEMBER 23, 2004; ALL OF DEBTOR'S ACCOUNTS RELATING TO OR (vii) FORMED ANY NEW SUBSIDIARY ARISING OUT OF THE PORTFOLIO OR ENTERED INTO ANY PARTNERSHIP OR JOINT VENTURE WITH ANY PERSON, SUCH CHANGE SHALL BE SPECIFIED BELOW; IF NO SUCH CHANGE HAS BEEN MADE, STATE "NONE."] Schedule 3 to Exhibit 4.5(n) Page 1 SCHEDULE 4 EXHIBIT 4.5(n) CAPITALIZATION CHANGES [IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE IN AUTHORIZED STOCK, ISSUED AND OUTSTANDING STOCK, OR IF WITH RESPECT TO ANY CREDIT PARTY THERE HAS BEEN A CHANGE PERTAINING TO PREEMPTIVE RIGHTS OR ANY OTHER OUTSTANDING RIGHTS, OPTIONS, WARRANTS, CONVERSION RIGHTS OR SIMILAR AGREEMENTS OR UNDERSTANDINGS FOR THE PURCHASE OR ACQUISITION USE OF ANY STOCKNAMES WITHIN THE PORTFOLIO; DEBTOR'S BOOKS; ALL OF DEBTOR'S COMMERCIAL TORT CLAIMS RELATING TO OR ARISING OUT OF THE PORTFOLIO OR THE USE OF ANY NAMES WITHIN THE PORTFOLIO; ALL OF DEBTOR'S GENERAL INTANGIBLES RELATING TO OR ARISING OUT OF THE PORTFOLIO OF THE USE OF ANY NAMES WITHIN THE PORTFOLIO; AND THE PROCEEDS AND PRODUCTS, SUCH CHANGE SHALL BE SET FORTH BELOW; IF NO SUCH CHANGE HAS OCCURREDWHETHER TANGIBLE OF INTANGIBLE, STATE "NONE."] EXHIBIT 8.1 TO CREDIT AGREEMENT ASSIGNMENT AGREEMENT This Assignment Agreement OF ANY OF THE FOREGOING, ALL AS MORE FULLY DESCRIBED AND DEFINED ON SCHEDULE I ATTACHED HERETO. ------------------------------------------------------------------------------------------------------------------------------------ 9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this "Agreement") is made as of ___________ __, ____ by and between __________________________________ ("Assignor Lender") and ________________________ ("Assignee Lender") and acknowledged and consented to by The Bank of New York, as agent ("Agent"an Assignment). All capitalized terms used in If this Agreement is an Amendment authorized by a Debtor which adds collateral or adds the authorizing Debtor, or it this is a Termination authorized by a Debtor, check here |_| and not otherwise defined herein will have the respective meanings set forth in the Credit Agreement as hereinafter definedenter name of DEBTOR authorizing this Amendment. [DRAFTING NOTE------------------------------------------------------------------------------------------------------------------------------ 9a. ORGANIZATION'S NAME EASYLINK SERVICES CORPORATION OR ------------------------------------------------------------------------------------------------------------------------------ 9b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX ------------------------------------------------------------------------------------------------------------------------------------ 10. OPTIONAL FILER REFERENCE DATA ------------------------------------------------------------------------------------------------------------------------------------ International Association of Commercial Administrators (IACA) FILING OFFICE COPY - NATIONAL UCC FINANCING STATEMENT (FORM UCC3) (REV. 05/22/02) EXHIBIT D-2 TO AMENDMENT NO 1 CONTINUED Schedule I to UCC-3 Amendment Debtor: THE TERMS OF THIS AGREEMENT WILL VARY SUBSTANTIALLY FOR ASSIGNMENTS OF 100% OF A LENDER'S TERM LOAN COMMITMENTS AS OPPOSED TO PARTIAL ASSIGNMENT]Secured Party: ------ ------------- NJ Domains LLC EasyLink Services Corporation x/x Xxxxxx Xxxxxx 33 Knightsbridge Road 000 Xxxxxxxxxxxxx Xxxx Xxxxxxxxxx, Xxx Xxxxxx 00000 Xxxxxxx, Xxx Xxxxxx 00000
Appears in 1 contract
Samples: Domain Portfolio Purchase Agreement (Easylink Services Corp)
