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 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 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. SCHEDULES ---------
EXHIBITS AND SCHEDULES Exhibits. Exhibit A — Property Descriptions Exhibit A-1 — Well Descriptions Exhibit B — Additional Assets Exhibit B-1 — Well Descriptions Exhibit 8.11 — Certain Excluded Assets Exhibit 10.2(e) — Forms of Assignment Sellers’ Disclosure Schedule Buyer’s Disclosure Schedule THIS PURCHASE AND SALE AGREEMENT dated as of December 21, 2009, is made by and among Eagle Rock Pipeline GP, LLC, a Delaware limited liability company, and EROC Production, LLC, a Delaware limited liability company (collectively “Sellers”), and BSAP II GP, L.L.C., a Delaware limited liability company (“Buyer”). Sellers and Buyer, or any of them, may be referred to herein as a “Party,” or collectively as the “Parties.”
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. A-1 and A-2 Merger Certificates
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. 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. SCHEDULES: Schedule 1.1(a) - Commitments Schedule 1.1(c) - Mandatory Cost Rate Schedule 1.1(d) - IAR Divestiture Transaction Schedule 6.01 - Organization and Ownership of Subsidiaries Schedule 6.05 - Pending and Threatened Litigation Schedule 6.11 - Burdensome Restrictions Schedule 6.12 - Tax Filings and Payments Schedule 6.13 - Material Subsidiaries (Domestic) and Material Subsidiaries (UK) Schedule 6.15 - Employee Benefit Matters Schedule 6.16 - Patent, Trademark, License and Other Intellectual Property Matters Schedule 6.17 - Ownership of Properties Schedule 6.18 - Indebtedness Schedule 6.21 - Labor and Employment Matters Schedule 6.22 - Payment or Dividend Restrictions Schedule 7.07(j) - Environmental Notices Schedule 8.02 - Existing Liens Schedule 8.03(e) - Contemplated Asset Sales Schedule 8.05(l) - Existing Investments FIFTH AMENDED AND RESTATED CREDIT AGREEMENT THIS FIFTH AMENDED AND RESTATED CREDIT AGREEMENT made and entered into as of June 17, 2003, by and among INTERFACE, INC., a Georgia corporation ("INTERFACE" and the "DOMESTIC BORROWER"), INTERFACE EUROPE B.V., a "besloten vennootschap met beperkte aansprakelijkheid" (private company with limited liability) incorporated and existing under the laws of The Netherlands with its registered seat in Scherpenzeel, Gld., The Netherlands ("EUROPE B.V." and the "ADDITIONAL DOMESTIC BORROWER"), INTERFACE EUROPE LTD., a private company limited by shares organized and existing under the laws of England and Wales ("EUROPE LIMITED" and the "UK MULTICURRENCY BORROWER"; Interface, Europe B.V., and Europe Limited referred to collectively herein as the "BORROWERS"), INTERFACE FLOORING SYSTEMS, INC., a Georgia corporation ("IFS"), INTERFACE FABRICS GROUP, INC., a Delaware corporation ("IFG"), INTERFACE ARCHITECTURAL RESOURCES, INC., a Michigan corporation ("IAR" and, together with IFS and IFG, the "SUBSIDIARY L/C ACCOUNT PARTIES"), the banks and lending institutions listed on the signature pages hereof and such other banks and lending institutions which become "Lenders" as provided herein (collectively, the "LENDERS"), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association and successor by merger to First Union National Bank, in its capacity as agent for agent for those Lenders having Domestic Syndicated Loan Commitments or having outstanding Domestic Syndicated Loans as provided herein, and each successor agent for such Lenders as may be appointed from time to time pursuant to Article X hereof (the...
