Cxxxxxxxxxx X. Xxxxxxxxxxxxx, special New York maritime counsel to the Borrower and its Subsidiaries or (3) if the relevant Vessel is registered in an Acceptable Flag Jurisdiction other than the Mxxxxxxx Islands, special counsel to the Administrative Agent of such Acceptable Flag Jurisdiction, which shall be reasonably acceptable to the Administrative Agent, an opinion addressed to the Administrative Agent and each of the Lenders and dated hereof, which shall (x) be in form and substance reasonably acceptable to the Administrative Agent and (y) cover the perfection of the security interests granted pursuant to each amendment of the Vessel Mortgages and such other matters incident thereto as the Administrative Agent may reasonably request.
Cxxxxxxxxxx X. Xxxxx Wxxxx Xxx Senior Vice President, Chief Financial Officer and Treasurer Assistant Secretary Date: February 26, 2007 Exhibits Amended and Restated Credit Agreement PG&E Corporation LOSANGELES 618830 v1 (2K) Exhibits Amended and Restated Credit Agreement PG&E Corporation LOSANGELES 618830 v1 (2K) ANNEX 1 [Board Resolutions] Exhibits Amended and Restated Credit Agreement PG&E Corporation LOSANGELES 618830 v1 (2K) ANNEX 2 [Bylaws of the Company] Exhibits Amended and Restated Credit Agreement PG&E Corporation LOSANGELES 618830 v1 (2K) ANNEX 3 [Articles of Incorporation] Exhibits Amended and Restated Credit Agreement PG&E Corporation LOSANGELES 618830 v1 (2K) EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION Reference is made to the $200,000,000 Amended and Restated Credit Agreement, dated as of February 26, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PG&E Corporation, a California corporation (the “Borrower”), the Lenders parties thereto, Banc of America Securities LLC and Barclays Capital, a division of Barclays Bank Plc, as joint lead arrangers and joint bookrunners, Deutsche Bank Securities Inc., as syndication agent, ABN AMRO Bank N.V., Bank of America, N.A. and Barclays Bank Plc, as documentation agents, and BNP Paribas, as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. The Assignor identified on Schedule l hereto (the “Assignor”) and the Assignee identified on Schedule l hereto (the “Assignee”) agree as follows:
Cxxxxxxxxxx X. Xxxx shall cease to be President and Chief Executive Officer of any Borrower or Gxxx Xxxxxxxx shall cease to be Chief Financial Officer of any Borrower, and, in either such case, a suitable replacement officer with similar or greater experience, expertise and knowledge shall not be hired by such Borrower within 180 days thereafter; or
Cxxxxxxxxxx X. Xxxxxxxxxxxxx, special New York maritime counsel to the Borrower and its Subsidiaries or (4) if the relevant Vessel is to be registered in an Acceptable Flag Jurisdiction
Cxxxxxxxxxx X. Xxxxxx, and individual with an address of 2 Xxxxx Xxxx Xxxxxxx, Xxxxxxxx, XX 00000 (the “Creditor”) OF THE SECOND PART
Cxxxxxxxxxx X. Xxxx Jxxxx X. XxXxxxxxx -------------------------------------------------------------------------------- Printed Name Printed Name President & Secretary Treasurer -------------------------------------------------------------------------------- Title Title Accepted at Chicago, Illinois: MXXXXXX LXXXX BUSINESS FINANCIAL SERVICES INC. By: /s/Kxxxx Xxxxxx ---------------
Cxxxxxxxxxx X. Xxxx Jxxxx X. XxXxxxxxx -------------------------------------------------------------------------------- Printed Name Printed Name President Treasurer -------------------------------------------------------------------------------- Title Title [GRAPHIC OMITTED] BORROWING BASE CERTIFICATE ================================================================================ To: Mxxxxxx Lxxxx Business Financial Services Inc. ("MLBFS") 200 Xxxxx XxXxxxx Xxxxxx 00xx Xxxxx Xxxxxxx, XX 00000 The undersigned, on behalf of LAKELAND INDUSTRIES, INC. ("Customer"), hereby certifies to MLBFS that: (i) he/she is an officer authorized to execute and deliver this certificate on behalf of Customer, and is familiar with the business and financial condition of the Customer; (ii) the financial statements delivered with this Certificate fairly present in all material respects the results of operations and financial condition of Customer; and (iii) to the best of my knowledge and belief, after reasonable investigation, each of the following statements is true and correct as of the date hereof: (a) no Event of Default, or event which with the giving of notice, passage of time, or both, would constitute and Event of Default, has occurred or is continuing, (b) no material adverse change in the financial condition of Customer has occurred or is continuing, and (c) the attached annexations, which are hereby incorporated herein by reference, are accurate, true and correct, and do not fail to state any material fact known (or should have been known) to Customer which would, but for the lapse of time, make any such statement or calculation false in any respect. Date: 2/4/04 -------- LAKELAND INDUSTRIES, INC. By: /s/Cxxxxxxxxxx X. Xxxx s/Jxxxx X. XxXxxxxxx ----------------------------------------------------------------------------- Signature (1) Signature (2)
Cxxxxxxxxxx X. Xxxx Jxxxx X. XxXxxxxxx -------------------------------------------------------------------------------- Printed Name Printed Name President & Secretary Treasurer -------------------------------------------------------------------------------- Title Title
Cxxxxxxxxxx X. Xxxxxx shall be the Tax Matters Partner for purposes of the Code and shall have all the authority granted by the Code to a Tax Matters Partner, provided, however, that Mx. Xxxxxx shall not have the authority to do any of the following without first obtaining the approval of the Members:
Cxxxxxxxxxx X. Xxxxxxxxxxxxx, special New York maritime counsel to the Borrower and the Initial Subsidiary Guarantors, or such other maritime counsel as is reasonably acceptable to the Administrative Agent or (3) if any Initial Vessel is to be registered in an Acceptable Flag Jurisdiction other than the Mxxxxxxx Islands, special counsel to the Administrative Agent of such Acceptable Flag Jurisdiction, which counsel shall be chosen by the Administrative Agent, an opinion addressed to the Administrative Agent and each of the Lenders, which shall (x) be in form and substance reasonably acceptable to the Administrative Agent and (y) cover the perfection of the security interests granted pursuant to the Vessel Mortgage(s) and such other matters incident thereto as the Administrative Agent may reasonably request.
