EXHIBITS AND SCHEDULES Exhibits. EXHIBIT A-1 -- Revolving Loan Commitments (Definitions) EXHIBIT A-2 -- Term Loan Commitments (Definitions) EXHIBIT B -- Form of Borrowing/Election Notice (Section 2.2, Section 2.7 and Section 2.9) EXHIBIT C -- Form of Request for Letter of Credit (Section 3.4) EXHIBIT D -- Form of Assignment Agreement (Definitions and Section 13.3) EXHIBIT E -- List of Closing Documents (Section 5.1) EXHIBIT F -- Form of Compliance Certificate (Sections 5.2 and 7.1(C)(i)) EXHIBIT G-1 -- Form of Revolving Loan Note (If Requested) (Section 2.12(B)) EXHIBIT G-2 Form of Term Loan Note (If Requested) (Section 2.12(B)) EXHIBIT H -- Form of Collateral Value Certificate (Definitions and Section 7.1(C)(ii)) EXHIBIT I -- Form of Commitment and Acceptance (Definitions and Section 2.23) Schedules Pricing Schedule Schedule 1.1.1 -- Assets for Sale as of the Closing Date Schedule 1.1.2 Initial Mortgaged Properties Schedule 1.1.3 -- Mandatory Cost Schedule 1.1.4 -- Permitted Existing Indebtedness Schedule 3.2 -- Transitional Letters of Credit Schedule 6.7 -- Litigation Schedule 6.8 -- Subsidiaries Schedule 7.3(E) -- Existing Investments Schedule 7.3(E)(ii) -- Certain Investments in Foreign Subsidiaries Schedule 7.3(E)(viii) -- Certain General Investments Schedule 7.3(F) -- Existing Liens Schedule 7.5 -- Tax Restructuring CREDIT AGREEMENT This CREDIT AGREEMENT, dated as of June 23, 2006 (as amended by Amendment No. 1 dated as of February 23, 2007, Amendment No. 2 dated as of October 2, 2007, Amendment No. 3 dated as of October 26, 2007, Amendment No. 4 thereto as of December 10, 2007, and Amendment No. 5 dated as of February 5, 2010) is entered into by and among ArvinMeritor, Inc., an Indiana corporation, as the Company, ArvinMeritor Finance Ireland, a private unlimited liability company incorporated under the laws of Ireland, as the Subsidiary Borrower, the institutions from time to time parties hereto as Lenders, whether by execution of this Agreement or an Assignment Agreement pursuant to Section 13.3, JPMorgan Chase Bank, National Association, as Administrative Agent for itself and the other Lenders, Citicorp North America, Inc., as Syndication Agent, and UBS Loan Finance LLC and The Royal Bank of Scotland plc, as Documentation Agents. The parties hereto agree as follows:
EXHIBITS AND SCHEDULES Exhibits. SCHEDULES ---------
EXHIBITS AND SCHEDULES Exhibits. Exhibit A-1: Form of Acquired Equity Interests Assignment Agreement (Seller) Exhibit A-2: Form of Acquired Equity Interests Assignment Agreement (GTM) Exhibit A-3: Form of Acquired Equity Interests Assignment Agreement (GTM - Poseidon) Exhibit A-4: Form of Acquired Equity Interests Assignment Agreement (DEP) Exhibit B: Business Assets Exhibit C: Form of Closing Tax Certificate Exhibit D: Form of Transition Services Agreement Exhibit E-1: Form of Officer’s Certificate (Seller) Exhibit E-2: Form of Officer’s Certificate (Buyer) Exhibit F-1: Form of Secretary’s Certificate (Seller) Exhibit F-2: Form of Secretary’s Certificate (Buyer) Exhibit G: Press Releases Schedules: Schedule 1(a)(i): Buyer’s Knowledge Individuals Schedule 1(a)(ii): Seller’s Knowledge Individuals Schedule 1(b)(i): Permitted Encumbrances - Property Schedule 1(b)(ii): Permitted Encumbrances Schedule 1(c): Non-Current Liabilities Schedule 1(d): Planned Capital Expenditures Schedule 1(e): Reorganization Matters Schedule 1(f): Working Capital Schedule 1(g): Excluded Assets Schedule 1(h): Additional Information Schedule 3(c): Noncontravention, Consents and Approvals (Buyer) Schedule 3(d): Brokers’ Fees (Buyer) Schedule 4(c): Noncontravention, Consents and Approvals (Seller) Schedule 4(e)(i): Encumbrances Schedule 4(e)(iii): Condition of Business Assets Schedule 4(f)(i): Capitalization Schedule 4(f)(ii): Encumbrances on Equity Interests Schedule 4(g): Other Subsidiaries or Joint Ventures Schedule 4(h)(i): Damage to Business Assets Schedule 4(h)(vi): Material Changes Schedule 4(j): Tax Matters Schedule 4(k)(i): Business Contracts (Scheduled) Schedule 4(k)(iii): Transferred Entity Contracts – Enforceability and Performance Schedule 4(l): Permits Schedule 4(m): Litigation Schedule 4(n): Environmental Matters Schedule 4(n)(ii): Environmental Permits Schedule 4(q): Indebtedness and Encumbrances Schedule 4(r): Preferential Rights Schedule 4(t)(i): List of Business Employees Schedule 4(u): Arrangements Schedule 5(c): Operation of Business Schedule 5(i): Certain Associate Contracts Schedule 5(j)(x): Severance Pay and Benefits Schedule 6(g): Surety Bonds Schedule 7(a)(v): Seller Required Consents Schedule 7(b)(v): Buyer Required Consents PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement dated as of July 16, 2015 is between Genesis Energy, L.P., a Delaware limited partnership (the “Buyer”), and Enterprise Products Operating LLC, a Texas limited liability company (the “Seller”).
EXHIBITS AND SCHEDULES Exhibits. Exhibit A - Title and Environmental Defects Procedures Exhibit B - Form of Assignment and Assumption Agreement Exhibit C - Leases Exhibit X - Xxxxx Exhibit E - Surface Interests Exhibit F - Gathering Systems Exhibit G - Owned Real Property Exhibit H - Allocated Values Exhibit I - Form of Deed Schedules: Schedule 1.1 - Knowledge Schedule 4.3 - No Conflict; Consents -- Seller Schedule 5.1 - No Conflict; Consents -- Company Assets Schedule 5.2 - Litigation Schedule 5.3 - Taxes Schedule 5.4 - Material Contracts Schedule 5.5(a) - Compliance With Laws; Schedule 5.5(b) - Permits Schedule 5.6 - Preferential Purchase Rights Schedule 5.7 - Payment of Royalties Schedule 5.8 - Current Commitments Schedule 9.2 - Insurance Schedule 9.3 - Bonds, Letters of Credit and Guarantees PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of June 15, 2016, is by and between (i) CEP Mid-Continent LLC, a Delaware limited liability company (the “Company”), (ii) Mid-Continent Oilfield Supply, L.L.C., an Oklahoma limited liability company (“Midcon”), (iii) Northeast Shelf Energy, L.L.C., an Oklahoma limited liability company (“Northeast” and collectively with the Company and Midcon, the “Sellers”) and (iv) Gateway Resources U.S.A., Inc., an Oklahoma corporation (“Buyer”). Each Seller and Buyer is sometimes referred to herein individually as a “Party” and they are sometimes collectively referred to herein as the “Parties.”
EXHIBITS AND SCHEDULES Exhibits. Exhibit A Form of Acknowledgment Agreement Exhibit B Form of Assignment and Acceptance Exhibit C-1 Form of Revolving Note Exhibit C-2 Form of Term Loan Note Exhibit D Form of Notice of Borrowing Exhibit E-1 Form of Lockbox Agreement Exhibit E-2 Form of Lockbox Letter Exhibit F Form of Compliance Certificate Exhibit F-1 Form of Monthly Compliance Certificate Exhibit G Form of Revolving Credit Borrowing Base Certificate Exhibit H Form of Solvency Certificate Exhibit I Form of Account Designation Letter Exhibit J Form of Joinder Agreement Exhibit K Closing Checklist Schedule 1.1A Lenders and Commitments Schedule 1.1B Existing Letters of Credit Schedule 1.1C Liens Schedule 1.1D Indebtedness Schedule 1.1E Investments Schedule 3.1 Issuance of Letters of Credit Schedule 6.1 Jurisdictions of Organization Schedule 6.7 Collateral Locations Schedule 6.8 Fictitious Business Names Schedule 6.9 Borrower and Subsidiaries Schedule 6.10 Litigation Schedule 6.15 ERISA Schedule 6.16 Environmental Disclosures Schedule 6.18 Intellectual Property Schedule 6.26 CBII Obligations Schedule 6.29 Material Contracts Schedule 6.31 Affiliate Transactions Schedule 6.32 Insurance Schedule 9.3 Permitted Asset Sales Schedule 9.3A Additional Permitted Investments Schedule 9.6 Tax Sharing Arrangements Schedule 9.10 Bank Accounts Schedule 9.12 Negative Pledges CREDIT AGREEMENT THIS CREDIT AGREEMENT is entered into as of March 7, 2001 among CHIQUITA BRANDS, INC., a Delaware corporation (the "Borrxxxx"), each of the lenders identified as Lenders on SCHEDULE 1.1A hereto (together with each of their successors and assigns, referred to individually as a "Lender" and, collectively, as the "Lenders"), and FOOTHILL CAPITAL CORPORATION ("Foothill"), acting as arranger and administrative agent in the manner and to the extent described in ARTICLE XIII hereof (in such capacity, the "Agent").
EXHIBITS AND SCHEDULES Exhibits. EXHIBIT A-1 -- Revolving Loan Commitments (Definitions) EXHIBIT A-2 -- Term Loan Commitments (Definitions) EXHIBIT B -- Form of Borrowing/Election Notice (Section 2.2, Section 2.7 and Section 2.9) EXHIBIT C -- Form of Request for Letter of Credit (Section 3.4) EXHIBIT D -- Form of Assignment Agreement (Definitions and Section 13.3) EXHIBIT E -- List of Closing Documents (Section 5.1) EXHIBIT F -- Form of Compliance Certificate (Sections 5.2 and 7.1(A)(iii)) EXHIBIT G-1 -- Form of Revolving Loan Note (If Requested) (Section 2.12(B)) EXHIBIT G-2 -- Form of Term Loan Note (If Requested) (Section 2.12(B)) Schedules Pricing Schedule
EXHIBITS AND SCHEDULES Exhibits. Exhibit A - Articles of Incorporation Exhibit B - Closing Balance Sheet Procedures Exhibit C - Bylaws Exhibit D - Shareholders Agreement Exhibit E - Registration Rights Agreement Exhibit F - Form of Employment Agreement Exhibit G - Stock Option Plan Exhibit H - Opinion of the Company's and the Shareholders' Counsel Exhibit I - Opinion of the Purchasers' Special Counsel Exhibit J - Provisions Regarding the Senior Notes Disclosure Schedules: Purchaser Schedule Shareholder Schedule Purchaser Expenses Schedule Contracts Schedule Foreign Qualifications Schedule Capitalization Schedule Subsidiaries Schedule Restrictions Schedule Financial Statements Schedule Disclosed Liabilities Schedule Product Warranty Schedule Indebtedness Schedule Developments Schedule Liens Schedule Taxes Schedule Intellectual Property Schedule Litigation Schedule Brokerage Schedule Insurance Schedule Employees Schedule Employee Benefits Schedule Compliance Schedule Permits Schedule Environmental Schedule Affiliate Transactions Schedule Suppliers and Customers Schedule Real Property Schedule RECAPITALIZATION AGREEMENT -------------------------- This RECAPITALIZATION AGREEMENT (this "Agreement") is made as of --------- January __, 1997, by and among Pen-Tab Industries, Inc., a Virginia corporation (the "Company"), Xxxx Xxxxx ("Xxxxx"), Xxxxxxx Xxxxxxxxx ("Xxxxxxxxx") and ------- ----- --------- Citicorp Venture Capital, Ltd., a New York corporation (the "Purchaser"). Xxxxx --------- and Xxxxxxxxx are sometimes referred to herein collectively as the "Shareholders" and individually as a "Shareholder." The Purchaser, the Company ------------ ----------- and the Shareholders are sometimes collectively referred to herein as the "Parties" and individually as a "Party." Capitalized terms used herein and not -------- ----- otherwise defined herein have the meanings given to such terms in Section 10 below.
EXHIBITS AND SCHEDULES Exhibits. A-1 and A-2 Merger Certificates B Employment Agreement with Robert Miller C Consulting Agreement with Mickey Mixxxx Disclosure Schedule
EXHIBITS AND SCHEDULES Exhibits. Exhibit A - Company Affiliate Agreement Exhibit B - Parent Affiliate Agreement Exhibit C - Company Stock Option Agreement Exhibit D - Parent Stock Option Agreement Exhibit E - Parent Restated Certificate Exhibit F - Parent Restated Bylaws iii 5 Schedules Company Disclosure Schedule Parent Disclosure Schedule DEFINITIONS DEFINED TERM SECTION ------------ -------
EXHIBITS AND SCHEDULES Exhibits. EXHIBIT A -- Revolving Loan Commitments (Definitions) EXHIBIT A-1 -- Eurocurrency Payment Offices (Definitions) EXHIBIT B -- Form of Borrowing/Election Notice (Section 2.2, Section 2.7 and Section 2.9) EXHIBIT C -- Form of Request for Letter of Credit (Section 3.4) EXHIBIT D _ Form of Assignment Agreement (Definitions and Section 13.3) EXHIBIT E -- Form of Borrower’s Counsel’s Opinion (Section 5.1) EXHIBIT F -- List of Closing Documents (Section 5.1) EXHIBIT G -- Form of Officer’s Certificate (Sections 5.2 and 7.1(A)(iii)) EXHIBIT H -- Form of Compliance Certificate (Sections 5.2 and 7.1(A)(iii)) EXHIBIT I-1 -- Domestic Subsidiary Guaranty (Definitions) EXHIBIT I-2 -- Form of Foreign Subsidiary Guaranty (Definitions) EXHIBIT I-3 Foreign Subsidiary Guaranty (Definitions) EXHIBIT J -- Form of Revolving Loan Note (If Requested) (Section 2.12(D)) EXHIBIT K -- Intercreditor Agreement (Definitions) EXHIBIT L -- Form of Designation Agreement (Section 13.1(B)) EXHIBIT M-1 -- Form of Increasing Lender Supplement (Section 2.22) EXHIBIT M-2 -- Form of Augmenting Lender Supplement (Section 2.22) EXHIBIT N-1 -- Form of Borrowing Subsidiary Agreement (Section 2.23) EXHIBIT N-2 -- Form of Borrowing Subsidiary Termination (Section 2.23)
