Comprised of. ABSOLUTE RATE BID OR BID LOAN NO. INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID* ------------ ----------------------- ----------- ---------------------- 1 _______days/mos $____________ (- +) _______% 2 _______days/mos $____________ (- +) _______% 3 _______days/mos $____________ (- +) _______% -------------------- * Expressed in multiples of 1/100th of a basis point. Contact Person: ____________________ Telephone: __________________ [LENDER] By: _____________________________________ Name: ___________________________________ Title: __________________________________ ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: BID LOAN NO. PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- $ $ $ ALBERTSON'S, INC. By: __________________________________ Name: ________________________________ Title: _______________________________ Date: ________________________________ B-2-2 Form of Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Five-Year Credit Agreement, dated as of June 17, 2004 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Albertson's, Inc., a Delaware corporation (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Swing Line Lender. The undersigned hereby requests a Swing Line Loan: 1. On ____________________ (a Business Day). 2. In the amount of $_______________. The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. ALBERTSON'S, INC. By: _________________________________ Name: _______________________________ Title: ______________________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.
Appears in 1 contract
Comprised of. ABSOLUTE RATE BID OR BID LOAN NO. INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID* ------------ ----------------------- For requested Competitive Absolute Amount Offshore Competitive Bid or Loan with a maturity of Bid Maximum Margin Bid ------------------------- ----------- ---------------------- 1 ---------------
(1) days/wks/mos $_______days/mos $____________ (- +) _______% 2 _%
(2) days/wks/mos $_______days/mos $____________ (- +) _______% 3 _%
(3) days/wks/mos $_______days/mos $____________ (- +) ________% -------------------- * Expressed in multiples of 1/100th of a basis point. Contact Person000 Xxxxxxx Xxxson: _____________________ Telephone: _______________________________ [LENDER] By: _________________________________________ Name[Bank] By: _____________________________________ Title: __________________________________ ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN 000 XXXXXXX X-0 FORM OF COMPETITIVE LOAN NOTE $______________________ _________________________ FOR VALUE RECEIVED, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, a Delaware corporation (the "Borrower"), hereby promises to pay to the order of _________________ (the "Bank") at its Lending Office the principal sum of $_________________ (or such lesser amount as shall equal the aggregate unpaid principal amount of the Competitive Loans made by the Bank to Borrower under the Credit Agreement referred to below), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Competitive Loan, at such office, in like money and funds, for the period commencing on the date of such Competitive Loan until such Competitive Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, type, interest rate and duration of Interest Period (if applicable) of each Competitive Loan made by the Bank to Borrower, and each payment made on account of the principal of such Competitive Loan, shall be recorded by the Bank on its books and, prior to any transfer of this Competitive Loan Note, endorsed by the Bank on the schedule attached to this Competitive Loan Note or any continuation of such schedule, provided that the failure of the Bank to make any such recordation or endorsement shall not affect the obligations of Borrower to make a payment when due of any amount owing under the Credit Agreement or under this Competitive Loan Note in respect of the Competitive Loans made by the Bank. This promissory note is one of the Competitive Loan Notes referred to in the Credit Agreement (Multi-Year Facility) dated as of August 20, 1997 among Borrower, the banks from time to time party thereto, and Bank of America National Trust and Savings Association, as Administrative Agent (as extended, renewed, amended or restated from time to time, the "Agreement;") the terms defined therein being used herein as therein defined). The Credit Agreement provides for the acceleration of the maturity of this Competitive Loan Note upon the occurrence of 121 certain events and for prepayments of Competitive Loans upon the terms and conditions specified in the Credit Agreement. 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. Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Competitive Loan Note. Except as permitted by the Credit Agreement, this Competitive Loan Note may not be assigned by the Bank or Borrower to any other Person. THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: BID LOAN NONOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF CALIFORNIA. PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- $ $ $ ALBERTSON'SSCIENCE APPLICATIONS INTERNATIONAL CORPORATION, INC. a Delaware corporation By: __________________________________ Name: ________________________________ Title: _______________________________ Date: ________________________________ B-2-2 Form of Danixx X. Xxxxxxx Senior Vice President and Treasurer 122 Schedule to Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Five-Year Credit Agreement, dated as of June 17, 2004 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Albertson's, Inc., a Delaware corporation (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Swing Line Lender. The undersigned hereby requests a Swing Line Loan:
1. On ____________________ (a Business Day).
2. In the amount of $_______________. The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. ALBERTSON'S, INC. By: _________________________________ Name: _______________________________ Title: ______________________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.Note
Appears in 1 contract
Samples: Credit Agreement (Science Applications International Corp)
Comprised of. ABSOLUTE RATE BID OR BID LOAN NO. INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID* ------------ ----------------------- ----------- ---------------------- 1 _______days/mos $__[Type of Loan requested: Base Rate or Eurodollar Rate] For Eurodollar Rate Loans: with an Interest Period of __________ (- +) _______% 2 _______days/mos $____________ (- +) _______% 3 _______days/mos $____________ (- +) _______% -------------------- * Expressed in multiples months. The Borrowing, if any, requested herein complies with the provisos to the first sentence of 1/100th Section 2.01 of a basis pointthe Agreement. Contact PersonBy: _____________________________________ TelephoneName: ___________________________________ [LENDERTitle: ___________________________________] By: _____________________________________ Name: ___________________________________ Title: ___________________________________ ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: BID LOAN NO. PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- $ $ $ ALBERTSON'S, INC. By: _____________________________________ Name: ___________________________________ Title: _______________________________ Date: ________________________________ B-2-2 Form of Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE ] To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Five-Year Revolving Credit Facility Credit Agreement, dated as of June 17January 12, 2004 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "“Agreement;" ” the terms defined therein being used herein as therein defined), among Albertson'sGilead Sciences, Inc., a Delaware corporation (the "corporation, as a Borrower"), Gilead Biopharmaceutics Ireland Corporation, an Irish company, as a Borrower, the Lenders from time to time party thereto, thereto and Bank of America, N.A., as Administrative Agent Agent, L/C Issuer and Swing Line Lender. The Pursuant to Section 2.04(b) of the Agreement, the undersigned hereby requests a Swing Line Loan:
1. On ____________________________________ (a Business Day).
2. In the amount of $__________________. The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. ALBERTSON'S, INC. By: _____________________________________ Name: ___________________________________ Title: ___________________________________] By: _____________________________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "Assignment and Assumption") is dated as of Name: ___________________________________ Title: ___________________________________ By: _____________________________________ Name: ___________________________________ Title: ___________________________________] $______________ ___________, ____ FOR VALUE RECEIVED, the Effective Date set forth below and is entered into by and between undersigned, [Insert name of AssignorGILEAD SCIENCES, INC., a Delaware corporation][GILEAD BIOPHARMACEUTICS IRELAND CORPORATION, an Irish company] (the "Assignor") and [Insert name of Assignee] “Borrower”), hereby promises to pay to _____________________ (the "Assignee"). Capitalized terms used but not defined herein shall have “Lender”) or its registered assigns permitted by the meanings given to them in the Credit Agreement identified below (the "Credit Agreement"as hereinafter defined), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and provisions of the Agreement, the principal amount of [_______________] ($[________]), or, if less, the aggregate unpaid principal amount of all outstanding Loans from time to time made by the Lender to the Borrower under that certain Five-Year Revolving Credit Facility Credit Agreement, dated as of January 12, 2012 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower and [Gilead Sciences, Inc.][Gilead Biopharmaceutics Ireland Corporation], as the borrowers, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each outstanding Loan of such Borrower 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 Agreement. Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans, 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 under the Agreement, 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 Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part, without premium or penalty, subject to the terms and conditions provided therein. [This Note is also entitled to the benefits of the Parent Guaranty Agreement.]1 If one or more of the Events of Default specified in the Agreement occurs and is continuing, all amounts then remaining unpaid on this Note shall become under certain circumstances, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender to the Borrower 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 to the Borrower , payments or prepayments with respect thereto, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Rate Loans, the length of each Interest Period with respect thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information absent manifest error. _____________________ The Borrower, 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. By: ______________________________________ Name: Title:] By: ______________________________________ Name: Title: By: ______________________________________ Name: Title:] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Five-Year Revolving Credit Facility Credit Agreement, dated as of January 12, 2012 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Gilead Sciences, Inc., a Delaware corporation (the “Parent”), Gilead Biopharmaceutics Ireland Corporation, an Irish company (“Gilead Ireland”; Gilead Ireland together with the Parent are together referred to as the “Borrowers”, and each individually, as a “Borrower”), the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Pursuant to Section 6.02 of the Agreement, the undersigned Responsible Officer hereby certifies as of the Effective Date inserted by date hereof that he/she is an authorized officer of the Parent as denoted on the signature page hereto, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent and Gilead Ireland, and that: [Use following paragraph 1 for fiscal year-end financial statements]
1. [Attached hereto as contemplated below (iSchedule 1] [Included in the Parent’s most recent periodic reports filed with the SEC] are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Parent and its Subsidiaries ended as of the above date, together with the report of a Registered Public Accounting Firm required by such section. [Use following paragraph 1 for fiscal quarter-end financial statements]
1. [Attached hereto as Schedule 1] [Included in the Parent’s most recent periodic reports filed with the SEC] are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Parent and its Subsidiaries ended as of the above date. Such unaudited financial statements fairly present, in all material respects, the financial condition, results of operations, shareholders’ equity and cash flows of the Parent and its Subsidiaries in accordance with GAAP, as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.
2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a reasonably detailed review of the transactions and financial condition of the Parent and its Subsidiaries during the accounting period covered by the attached financial statements.
3. A review of the activities of each Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrowers performed and observed all of the Assignor's rights and obligations as a Lender their respective Obligations under the Credit Agreement Loan Documents, and any other documents or instruments delivered pursuant thereto to To the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations knowledge of the Assignor under the respective facilities identified below (includingundersigned during such fiscal period, without limitation, the Swing Line Loans included in such facilities) each Borrower performed and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action observed each covenant and any other right condition of the Assignor (in its capacity Loan Documents applicable to it, and no Default or Event of Default has occurred and is continuing, other than as a Lender) against set forth below: Covenants or conditions not performed or observed: [none] Nature and status of any Person, whether known Default or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any Event of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.Default: [none]
Appears in 1 contract
Comprised of. ABSOLUTE RATE BID OR BID LOAN NO[Type of Committed Loan requested] The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement. INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID* ------------ ----------------------- ----------- ---------------------- 1 _______days/mos $____________ (- +) _______% 2 _______days/mos $____________ (- +) _______% 3 _______days/mos $____________ (- +) _______% -------------------- * Expressed in multiples of 1/100th of a basis point. Contact Person: ____________________ Telephone: __________________ [LENDER] By: _____________________________________ Name: ___________________________________ Title: __________________________________ ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: BID LOAN NO. PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- $ $ $ ALBERTSON'SCARMAX AUTO SUPERSTORES, INC. By: __________________________________ --------------------------------------- Name: ________________________________ ------------------------------------- Title: _______________________________ ------------------------------------ A-1 Form of Committed Loan Notice C722003.23 EXHIBIT B FORM OF SWING LINE LOAN NOTICE Date: ___________________________, _____ B-2-2 Form of Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Five-Year Credit Agreement, dated as of June 17August 24, 2004 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used --------- herein as therein defined), among Albertson'sCarMax Auto Superstores, Inc., a Delaware Virginia corporation (the "Revolving Borrower"), CarMax, Inc., a Virginia corporation, ------------------- the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent Agent, L/C Issuer, Swing Line Lender and New Vehicle Swing Line Lender. The undersigned Revolving Borrower hereby requests (select one): |_| A Borrowing of a Swing Line Loan:Loan |_| A conversion of Loans
1. On _________________________ (a Business Day).
2. In the amount of $_______________.
3. Comprised of ____________ [Type of Swing Line Loan requested]. The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. ALBERTSON'SCARMAX AUTO SUPERSTORES, INC. By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------
B-1 Form of Swing Line Loan Notice C722003.23 EXHIBIT C FORM OF NEW VEHICLE SWING LINE LOAN NOTICE STRAIGHT LINE TRANSACTION REQUEST Date: ___________, _____ To: Bank of America, N.A., as New Vehicle Swing Line Lender Bank of America Auto Group Dealer # Line 07 Floor Plan Operations Class 007 FAX: (000) 000-0000 Serial # Dealership Name: [______________________] Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of August 24, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used --------- herein as therein defined), among CarMax Auto Superstores, Inc., a Virginia corporation (the "Revolving Borrower"), CarMax, Inc., a Virginia corporation, ------------------- the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer, Swing Line Lender and New Vehicle Swing Line Lender. The Revolving Borrower hereby requests (select 1 or 2):
1. PAYMENT TRANSACTION Pay funds into the STRAIGHTLINE account in the amount of $________________ from Designated CHECKING Account on FITS.
2. ADVANCE TRANSACTION Advance funds from the STRAIGHT LINE account in the amount of $ ___________ and credit Designated CHECKING account on FITS.
3. On _________________________ Name: _______________________________ Title: ______________________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"a Business Day). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.
Appears in 1 contract
Samples: Credit Agreement (Carmax Inc)
Comprised of. ABSOLUTE RATE BID OR INTEREST PERIOD EUROCURRENCY BID LOAN NO. INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BIDBID MARGIN* ------------ ----------------------- ----------- ---------------------- --------------- -------------- ---------------- 1 _______days/mos $_____________ (- +) _______% 2 _______days/mos $_____________ (- +) _______% 3 _______days/mos $_____________ (- +) _______% -------------------- ---------- * Expressed in multiples of 1/100th of a basis point. Contact Person: _____________________________ Telephone: _____________________ [NAME OF LENDER] By: _____________________________________ ------------------------------------ Name: ___________________________________ Title: __________________________________ ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE BORROWER COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: PRINCIPAL AMOUNT BID LOAN NO. PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- $ $ $ ALBERTSON'S, INC. By: ___________________---------------- $_______________ Name: _________________$_______________ Title: ________________$_______________ FIDELITY NATIONAL INFORMATION SERVICES, INC. By: --------------------------------- Name: Title: Date: _________ EXHIBIT C FORM OF SWING LINE LOAN NOTICE Date: ___________________________, _____ B-2-2 Form of Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE To: JPMorgan Chase Bank, N.A., as Swing Line Lender and Administrative Agent Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Five-Year the Credit Agreement, Agreement dated as of June 17January 18, 2004 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" AGREEMENT"; the terms defined therein being used herein as therein defined), among Albertson'sFidelity National Information Services, Inc., a Delaware Georgia corporation (the "BorrowerCOMPANY"), the Lenders Designated Borrowers from time to time party thereto, each lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and Bank of America, N.A., as Administrative Agent and Swing Line Lender. The undersigned Company hereby requests a Swing Line Loan:
1. On ___________________________________ (a Business Day).
2. In the amount of $_______________________.
3. The aggregate principal balance of Swing Line Loans outstanding (after giving effect to the advance requested hereunder) is $________________ (after giving effect to all repayments of the Swing Line Loans being made on such date). The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a2.05(a) of the Agreement. ALBERTSON'SFIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: XXXXXXX X-0 FORM OF TERM NOTE _____________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ or its registered assigns (the "TERM LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Term Loan made by the Term Lender to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and Bank of America, N.A., as Swing Line Lender. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Term Loan made by the Term Lender to the Borrower under the Agreement from the date of such Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Term Lender in Dollars in immediately available funds. 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 Agreement. This Term Note is one of the Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Term Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Term Loans made by the Term Lender shall be evidenced by one or more loan accounts or records maintained by the Term Lender in the ordinary course of business. The Term Lender may also attach schedules to this Term Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Term Note. THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: TERM LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding Type of Amount of End of Principal or Principal Term Loan Term Loan Interest Interest Paid Balance This Notation Date Made Made Period This Date Date Made By ------------- --------- --------- -------- ------------- ------------ -------- XXXXXXX X-0 FORM OF US DOLLAR REVOLVING CREDIT NOTE ___________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ or registered assigns (the "US DOLLAR REVOLVING CREDIT LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made by the US Dollar Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and Bank of America, N.A., as Swing Line Lender. The Borrower promises to pay interest on the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made from time to time by the US Dollar Revolving Credit Lender to the Borrowers under the Agreement from the date of such US Dollar Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the US Dollar Revolving Credit Lender in Dollars and in immediately available funds. 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 Agreement. This US Dollar Revolving Credit Note is one of the US Dollar Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This US Dollar Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this US Dollar Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. US Dollar Revolving Credit Loans made by the US Dollar Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the US Dollar Revolving Credit Lender in the ordinary course of business. The US Dollar Revolving Credit Lender may also attach schedules to this US Dollar Revolving Credit Note and endorse thereon the date, amount and maturity of its US Dollar Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note. THIS US DOLLAR REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- XXXXXXX X-0 FORM OF MULTICURRENCY REVOLVING CREDIT NOTE __________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] or registered assigns (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit AgreementMULTICURRENCY REVOLVING CREDIT LENDER"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made by the Multicurrency Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and Conditions restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and Bank of America, N.A., as Swing Line Lender. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made from time to time by the Multicurrency Revolving Credit Lender to the Borrower under the Agreement from the date of such Multicurrency Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Multicurrency Revolving Credit Lender in the currency in which such Multicurrency Revolving Credit Loan was denominated and in Same Day Funds at the Administrative Agent's Office for such currency. 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 Agreement. This Multicurrency Revolving Credit Note is one of the Multicurrency Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Multicurrency Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Multicurrency Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Multicurrency Revolving Credit Loans made by the Multicurrency Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the Multicurrency Revolving Credit Lender in the ordinary course of business. The Multicurrency Revolving Credit Lender may also attach schedules to this Multicurrency Revolving Credit Note and endorse thereon the date, amount, currency and maturity of its Multicurrency Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Multicurrency Revolving Credit Note. THIS MULTICURRENCY REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [BORROWER] By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Currency Amount of Outstanding and End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- EXHIBIT E FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _______, ____ To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation (the "COMPANY"), the Designated Borrowers from time to time party thereto, each lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and Bank of America, N.A., as Swing Line Lender. The undersigned, a Specified Responsible Officer of the Company, hereby certifies as of the Effective Date inserted by date hereof that he/she is the _________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent as contemplated below (i) all on the behalf of the Assignor's rights Company and obligations as a Lender under the Credit Agreement its Restricted Subsidiaries, and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations hereby certifies on behalf of the Assignor under Company that: [Use following paragraph 1 for fiscal year-end financial statements]
1. Attached hereto as Schedule 1 are the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilitiesyear-end audited financial statements required by Section 6.01(a) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in Agreement for the fiscal year of the Company and its capacity Subsidiaries ended as a Lender) against any Personof the above date, whether known or unknown, arising under or in connection together with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any report and opinion of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest")independent certified public accountant required by such Section. Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.[Use following paragraph 1 for fiscal quarter financial statements]
Appears in 1 contract
Samples: Credit Agreement (Fidelity National Information Services, Inc.)
Comprised of. [ ] Bid Loans based on an [ ] Bid Loans based on Base [ ] Bid Loans based on Absolute Rate Rate Eurocurrency Rate ABSOLUTE RATE BID, BASE RATE BID OR INTEREST PERIOD EUROCURRENCY ALTERNATIVE BID LOAN NO. INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID* CURRENCY OFFERED ------------ ----------------------- ---------------- ----------- ---------------------- ------------------ ---------------- 1 ________ days/mos $____________ (- +) _______% 2 ________ days/mos $____________ (- +) _______% 3 ________ days/mos $____________ (- +) _______% -------------------- ----------------- * Expressed in multiples of 1/100th of a basis point. B-2-1 Form of Competitive Bid Contact Person: ____________________________ Telephone: ____________________ [LENDER] By: ______________________________________ Name: ____________________________________ Title: ___________________________________ ******************************************************************************** B-2-2 Form of Competitive Bid THIS SECTION IS TO BE COMPLETED BY THE BORROWER COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: BID LOAN NO. PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- $ $ $ ALBERTSON'S, INC. STARBUCKS CORPORATION By: __________________________________ Name: ________________________________ Title: _______________________________ Date: ________________________________ B-2-2 Form of Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE Date: ___________, _____ To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Five-Year Credit Agreement, dated as of June 17August 12, 2004 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Albertson's, Inc.Starbucks Corporation, a Delaware Washington corporation (the "BorrowerCompany"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent Agent, L/C Issuer and Swing Line Lender. The undersigned hereby requests a Swing Line Loan:
1. On _________________________ (a Business DayDay on which the funds will be available to the Company).
2. In the amount of $_______________. The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a2.05(a) of the Agreement. ALBERTSON'S, INC. STARBUCKS CORPORATION By: ______________________________________ Name: ____________________________________ Title: ___________________________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "Assignment and Assumption") is dated as of FORM OF NOTE _______________, 2005 FOR VALUE RECEIVED, the Effective Date set forth below and is entered into by and between [Insert name of Assignor] undersigned (the "AssignorCompany") and [Insert name of Assignee] hereby promises to pay to _____________________ or registered assigns (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit AgreementLender"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Company under that certain Credit Agreement, dated as of August 12, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among the Company, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The Company 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 Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest will be made to the Administrative Agent for the account of the Lender in the currency in which such Committed Loan was denominated and in Same Day Funds at the Administrative Agent's Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount will 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 Agreement. This Note is one of the Notes referred to in the 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 Agreement, all amounts then remaining unpaid on this Note will become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender will 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, currency and maturity of its Loans and payments with respect thereto. The Company, 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 WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. STARBUCKS CORPORATION By: ______________________________________ Name: ____________________________________ Title: ___________________________________ D-1 Form of Note LOANS AND PAYMENTS WITH RESPECT THERETO CURRENCY AMOUNT OF AND PRINCIPAL OUTSTANDING TYPE OF AMOUNT OF END OF OR INTEREST PRINCIPAL LOAN LOAN INTEREST PAID THIS BALANCE NOTATION DATE MADE MADE PERIOD DATE THIS DATE MADE BY ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ D-2 Form of Note EXHIBIT E FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _______________, _____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of August 12, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Starbucks Corporation, a Washington corporation (the "Company"), from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the Effective Date inserted by date hereof that he/she is the _____________________________________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent as contemplated below (i) all on the behalf of the Assignor's rights Company, and obligations that: [Use following paragraph 1 for fiscal YEAR-END financial statements]
1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Company 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 6.01(b) of the Agreement for the fiscal quarter of the Company ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Company and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.
2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a Lender detailed review of the transactions and condition (financial or otherwise) of the Company during the accounting period covered by the attached financial statements.
3. A review of the activities of the Company during such fiscal period has been made under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations supervision of the Assignor undersigned with a view to determining whether during such fiscal period the Company performed and observed all its Obligations under the respective facilities identified below (includingLoan Documents, without limitationand
E-1 Form of Compliance Certificate [SELECT ONE:] [TO THE BEST KNOWLEDGE OF THE UNDERSIGNED DURING SUCH FISCAL PERIOD, the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable lawTHE COMPANY PERFORMED AND OBSERVED EACH COVENANT AND CONDITION OF THE LOAN DOCUMENTS APPLICABLE TO IT, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorAND NO DEFAULT HAS OCCURRED AND IS CONTINUING.] --OR-- [THE FOLLOWING COVENANTS OR CONDITIONS HAVE NOT BEEN PERFORMED OR OBSERVED AND THE FOLLOWING IS A LIST OF EACH SUCH DEFAULT AND ITS NATURE AND STATUS:]
Appears in 1 contract
Samples: Credit Agreement (Starbucks Corp)
Comprised of. BID LOAN INTEREST PERIOD BID ABSOLUTE RATE BID OR BID LOAN NO. INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID* ------------ ----------------------- ----------- ---------------------- --------------------- ----------------------------- ----------------------------- ------------------------- 1 _______days/mos $____________ (- +) _______% 2 _______days/mos $____________ (- +) _______% 3 _______days/mos $________________ (- +) _______% -------------------- ----------------------- * Expressed in multiples of 1/100th of a basis point. B-2-1 Form of Competitive Bid Contact Person: ____________________ Telephone: _____________________ [LENDER] By: _____________________________________ --------------------------------------- Name: ___________________________________ ------------------------------------- Title: __________________________________ ------------------------------------ ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: ---------------------- -------------------------------------- BID LOAN NO. PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- ---------------------- -------------------------------------- $ ---------------------- -------------------------------------- $ ---------------------- -------------------------------------- $ ALBERTSON'S, INC. ---------------------- -------------------------------------- PALL CORPORATION By: ------------------------------------------------ Name: ---------------------------------------------- Title: --------------------------------------------- Date: ---------------------------------------------- B-2-2 Form of Competitive Bid [JPMorgan Logo] APPLICATION AND AGREEMENT FOR STANDBY LETTER OF CREDIT WHEN TRANSMITTING THIS APPLICATION BY FACSIMILE ALL PAGES MUST BE TRANSMITTED TO JPMORGAN. TO: JPMorgan Chase Bank Attention Standby Letter of Credit Department c/o JPMorgan Treasury Services Global Trade Services 00000 Xxxxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 ("Issuer") -------------------------------------------------------------------------------, [NAME(S) OF APPLICANT(S)] JOINTLY AND SEVERALLY IF MORE THAN ONE, (INDIVIDUALLY AND COLLECTIVELY, "APPLICANT") HEREBY REQUESTS THAT PURSUANT TO THE TERMS AND CONDITIONS CONTAINED YOU ISSUE YOUR IRREVOCABLE STANDBY LETTER OF CREDIT REQUESTED BELOW (TOGETHER WITH ANY REPLACEMENTS, EXTENSIONS OR MODIFICATIONS, THE "CREDIT) AND TRANSMIT IT BY: [ ] Airmail [ ] Teletransmission [ ] Courier Service [ ] Other __________________________________ Name(Please specify) IN FAVOR OF: ________________________________ Title: _______________________________ Date: ________________________________ B-2-2 Form of Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Five-Year Credit Agreement, dated as of June 17, 2004 TO BE ADVISED THROUGH (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Albertson's, Inc., a Delaware corporation (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Swing Line Lender. The undersigned hereby requests a Swing Line Loan:
1. On ____________________ (a Business Day).
2. In the amount of $_______________. The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. ALBERTSON'S, INC. By: _________________________________ Name: _______________________________ Title: ______________________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.If Applicable):
Appears in 1 contract
Samples: Credit Agreement (Pall Corp)
Comprised of. ABSOLUTE RATE BID OR BID LOAN NO[Type of Revolving Loan requested] 4. INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID* ------------ ----------------------- ----------- ---------------------- 1 _______days/mos $____________ (- +) _______% 2 _______days/mos $____________ (- +) _______% 3 _______days/mos $____________ (- +) _______% -------------------- * Expressed in multiples For Eurodollar Rate Loans: with an Interest Period of 1/100th months. ------- The Revolving Borrowing requested herein complies with the proviso to the first sentence of a basis pointSection 2.01 of the Agreement. Contact Person: ____________________ Telephone: __________________ [LENDER] SAFECO CORPORATION By: _____________________________________ ------------------------------- Name: ___________________________________ ------------------------- Title: __________________________________ ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: BID LOAN NO. PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- $ $ $ ALBERTSON'S, INC. By: __________________________________ -------------------------------- Name: ________________________________ ------------------------- Title: _______________________________ ------------------------- Exhibit B FORM OF SWING LINE LOAN NOTICE Date: ___________________________, _____ B-2-2 Form of Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Five-Year Credit Agreement, dated as of June 17September 18, 2004 2002 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Albertson's, Inc.SAFECO Corporation, a Delaware Washington corporation (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent Agent, L/C Issuer and Swing Line Lender. The undersigned hereby requests a Swing Line Loan:
: 1. On ____________________ (a Business Day).
. -------------------------------------------------- 2. In the amount of $_______________$ . ---------------------------------- The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. ALBERTSON'S, INC. SAFECO CORPORATION By: ______--------------------------------------- Name: --------------------------------------- Title: --------------------------------------- By: ------------------------------------- Name: ------------------------------------- Title: ------------------------------------- Exhibit C FORM OF REVOLVING LOAN NOTE $--------------- --------------------- FOR VALUE RECEIVED, SAFECO CORPORATION, a Washington corporation (the "Borrower"), hereby promises to pay to the order of ___________________________ Name: (the "Lender"), on the Maturity Date (as defined in the Credit Agreement referred to below) the principal amount of __________________Dollars ($_____________ Title: ______________________________ C-1 Form ), or such lesser principal amount of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment Revolving Loans (as defined in such Credit Agreement) due and Assumption (this "Assignment and Assumption") is payable by the Borrower to the Lender on the Maturity Date under that certain Credit Agreement, dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] September 18, 2002 (as amended, extended, supplemented or otherwise modified in writing from time to time, the "Assignor") Agreement;" the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and [Insert name Bank of Assignee] (America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the "Assignee"). Capitalized terms used but not defined herein shall have unpaid principal amount of each Revolving Loan from the meanings given to them date of such Revolving Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Credit Agreement identified below 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 "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions per annum rate set forth in Annex 1 attached hereto are the Agreement. This Note is one of the Revolving Loan Notes referred to in the Agreement, is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. Upon the occurrence of one or more of the Events of Default specified in the 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 Agreement. Revolving 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 Revolving Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby agreed waives diligence, presentment, protest and demand and notice of protest, demand, intent to accelerate, acceleration, dishonor and incorporated herein by reference and made a part non-payment of this Assignment and Assumption as if set forth herein in fullNote. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest")THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.SAFECO CORPORATION By: --------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- By: --------------------------------------- Name: ---------------------------------------- Title: ---------------------------------------
Appears in 1 contract
Samples: Credit Agreement (Safeco Corp)
Comprised of. INTEREST PERIOD ABSOLUTE RATE BID OR BID LOAN NO. INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID* ------------ ----------------------- ----------- --------------- ---------------- ---------------------- 1 _______days/mos $_______________ (- +) _______% 2 _______days/mos $_______________ (- +) _______% 3 _______days/mos $_______________ (- +) _______% -------------------- --------------- * Expressed in multiples of 1/100th of a basis point. Contact Person: ____________________ Telephone: _:_________________ [LENDER] By: _____________________________________ Name: ___________________________________ Title: __________________________________ ******************************************************************************* THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: PRINCIPAL BID LOAN NO. PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- --------------- $ $ $ ALBERTSON'S, INC. By: ___________________________________ Name: _________________________________ Title: ________________________________ Date: _________________________________ B-2-2 Form of Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Five-Year Credit Agreement, dated as of June 1716, 2004 2005 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" "; the terms defined therein being used herein as therein defined), among Albertson's, Inc., a Delaware corporation (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Swing Line Lender. The undersigned hereby requests a Swing Line Loan:
1. On ____________________ (a Business Day).
2. In the amount of $_______________. The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. ALBERTSON'S, INC. By: _________________________________ Name: _______________________________ Title: ______________________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.
Appears in 1 contract
Comprised of. ABSOLUTE RATE BID OR EUROCURRENCY BID LOAN NO. INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID* ------------ ----------------------- ----------- ---------------------- ------------------ ----------------- 1 _______days/mos $_________________ (- +) )________% 2 _______days/mos $_________________ (- +) )________% 3 _______days/mos $_________________ (- +) )________% -------------------- ------------- * Expressed in multiples of 1/100th of a basis point. B-2 - 1 Form of Competitive Bid Contact Person: _____:_______________ Telephone: _:_________________ [LENDER] By: ___:__________________________________ Name: ___________________________________ Title: __________________________________ ******************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE BORROWER COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: BID LOAN NO. PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- $ $ $ ALBERTSON'S, INC. By: ____________ $____________________ ____________ $____________________ ____________ $____________________ Date:______________ IDEX CORPORATION By:______________________________ Name: __________________Title: EXHIBIT C FORM OF SWING LINE LOAN NOTICE Date:______________ Title: _______________________________ Date: ________________________________ B-2-2 Form of Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Five-Year Credit Agreement, dated as of June 17December 14, 2004 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" "; the terms defined therein being used herein as therein defined), among Albertson's, Inc.IDEX Corporation, a Delaware corporation (the "BorrowerCompany"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent Agent, L/C Issuer and Swing Line Lender. The undersigned hereby requests a Swing Line Loan:
1. On On_____________________________ (a Business Day).
2. In the amount of $_______________. The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a2.05(a) of the Agreement. ALBERTSON'S, INC. IDEX CORPORATION By: :__________________________________ Name: _______________________________ Title: ______________________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.:
Appears in 1 contract
Samples: Credit Agreement (Idex Corp /De/)
Comprised of. ABSOLUTE RATE BID OR BID LOAN NOCompetitive Loan no. INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID* ------------ ----------------------- ----------- ---------------------- 1 Maturity requested Bid Maximum Absolute Rate Bid --------------------------------------------------------------------------------
(1) _______days/mos days $__________________ _______%
(- +2) _______% 2 _______days/mos days $__________________ _______%
(- +3) _______% 3 _______days/mos days $__________________ (- +) _______% -------------------- * Expressed in multiples of 1/100th of a basis point. Contact Person: ____________________ Telephone: __________________ [LENDER/DESIGNATED BIDDER] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Accepted as of: _______________________ [Effective Date] BANK OF AMERICA, N.A., as Administrative Agent By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT E-3 FORM OF COMPETITIVE LOAN NOTE $________________ _____________________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to the order of ________________________ Name: ___________________________________ Title: __________________________________ ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers (the "LENDER"), the aggregate principal amount of all Competitive Loans from time to time made above are hereby accepted by Lender to Borrower under that certain Credit Agreement, dated as of October 14, 1999 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "CREDIT AGREEMENT"), among Longs Drug Stores California, Inc., a California corporation, ("BORROWER"), the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent Terms defined in the amounts Credit Agreement are used herein as therein defined. Borrower promises to pay interest on the unpaid principal amount of each Competitive Loan from the date of such Competitive Loan until such principal amount is paid in full, at such interest rates, and payable at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to Administrative Agent for the account of Lender in United States dollars in immediately available funds at Administrative Agent's Payment 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 below: BID in the Credit Agreement. This Note is one of the "COMPETITIVE LOAN NONOTES" referred to in the Credit Agreement. PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- $ $ $ ALBERTSON'SReference is hereby made to the Credit Agreement for rights and obligations of payment and prepayment, events of default and the right of Lender to accelerate the maturity hereof upon the occurrence of such events. Competitive Loans made by Lender shall be evidenced by one or more loan accounts or records maintained by Lender in the ordinary course of business. Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Competitive Loans and payments with respect thereto. Borrower, 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. Borrower agrees to pay all collection expenses, court costs and Attorney Costs (whether or not litigation is commenced) which may be incurred by Lender in connection with the collection or enforcement of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. LONGS DRUG STORES CALIFORNIA, INC. By: __________________________________ ------------------------------------ Name: ________________________________ ---------------------------------- Title: _______________________________ --------------------------------- EXHIBIT E-4 FORM OF COMPETITIVE LOAN DESIGNATED BIDDER JOINDER AGREEMENT Date: ________________________________ B-2-2 Form of Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Five-Year Credit Agreement, dated as of June 17October 14, 2004 1999 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein definedCREDIT AGREEMENT"), among Albertson'sLongs Drug Stores California, Inc., a Delaware corporation California corporation, (the "BorrowerBORROWER"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Swing Line LenderAgent. Terms defined in the Credit Agreement are used herein as therein defined. The undersigned hereby requests a Swing Line Loan:
1. On __Lender and __________________ (the "COMPETITIVE LOAN DESIGNATED BIDDER") agree as follows:
1. Lender hereby designates the Competitive Loan Designated Bidder, and the Competitive Loan Designated Bidder hereby accepts such designation, to have a Business Day)right to make Competitive Loans pursuant to SECTION 2.03(l) of the Credit Agreement.
2. In the amount of $_______________. The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. ALBERTSON'S, INC. By: _________________________________ Name: _______________________________ Title: ______________________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases Lender makes no representation or warranty and assumes from the Assignorno responsibility with respect to (a) any statements, subject to and warranties or representations made in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto, or (b) the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto.
3. The Competitive Loan Designated Bidder (a) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered thereunder and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Designation Agreement; (b) recognizes that Lender may have material information in its possession which it has not disclosed to the Competitive Loan Designated Bidder, and agrees that Lender is under no obligation to disclose such or any information; (c) agrees that it will, independently and without reliance upon Administrative Agent, Lender or any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or related not taking action under the Credit Agreement; (d) confirms that it is an entity qualified to any be a Competitive Loan Designated Bidder; (e) appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (f) agrees that it will perform in accordance with their terms all of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related obligations which by the terms of the Credit Agreement are required to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) be performed by it as a Competitive Loan Designated Bidder; and (iig) above being referred to herein collectively specifies as its Lending Office the "Assigned Interest"). Such sale and assignment is without recourse to office set forth on the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignorattachment hereto.
Appears in 1 contract