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. 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. 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) 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) Exhibits Amended and Restated Credit Agreement PG&E Corporation LOSANGELES 618830 v1 (2K) 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. Xxxxxx, Executive Vice President, General Counsel for the Company (or his successor), shall have furnished to you his written opinion, dated the Time of Delivery and addressed to the Underwriters, in form and substance reasonably satisfactory to you;
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.
Cxxxxxxxxxx X. Xxxxxxxxxxxxx, special New York maritime counsel to the Borrower and the Additional Subsidiary Guarantors, or such other maritime counsel as is reasonably acceptable to the Administrative Agent or (3) if any Additional 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.
Cxxxxxxxxxx X. Xxxxxx, and individual with an address of 2 Xxxxx Xxxx Xxxxxxx, Xxxxxxxx, XX 00000 (the “Creditor”) OF THE SECOND PART
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. Xxxx and Jxxx Xxxxxxxx Xxxx are husband and wife. The same number of shares of common stock is shown for each of them, as they may each be deemed to be the beneficial owner of all of such shares. Consists of 2,361,690 shares of common stock and options to purchase 105,000 shares of common stock. Does not include options to purchase up to 40,000 shares of common stock, which vest over three years. Exercise prices of options held vary from $1.10 to $4.60.
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 ---------------
