Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30, 2011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATION, a Delaware corporation (“Borrower”). The parties agree as follows:
Appears in 3 contracts
Samples: Credit Agreement (Daegis Inc.), Credit Agreement (Daegis Inc.), Credit Agreement (Unify Corp)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Seasonal Borrowing Notice Exhibit C-1 Form of Compliance Certificate Exhibit C-2 D Form of Credit Amount Certificate DDA Notification Exhibit L-1 Form of LIBOR Notice Exhibit M Form of Borrowing Base Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule F-1 Freight Forwarders Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral 2.8(a) Cash Management Banks Schedule 1.1 Definitions 5.4 Locations of Inventory Schedule 3.1 Conditions Precedent 5.6(a) States of Organization Schedule 3.1(v5.6(b) Mortgage Policy Chief Executive Offices Schedule 3.6 Conditions Subsequent 5.6(c) XXXXx Schedule 4.1(b5.7(b) Capitalization of Borrower Schedule 4.1(c5.7(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 5.9 Litigation Schedule 4.12 5.13 Environmental Matters Schedule 4.13 5.17 Deposit Accounts Schedule 5.19 Permitted Indebtedness Schedule 5.20 Credit Card Processors Schedule 5.23 Investment Property Schedule 5.24 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 6.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT 7.10 Investments Schedule 7.11 Transactions with Affiliates LOAN, GUARANTY AND SECURITY AGREEMENT THIS CREDIT LOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), is entered into as of June 30February 20, 20112009, by and among among, on the one hand, the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL RETAIL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders and joint lead arranger (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONCIT CAPITAL SECURITIES LLC, a Delaware limited liability company, as syndication agent and as joint lead arranger, and, on the other hand, GORDMANS, INC., a Delaware corporation (“Borrower”) and the Guarantors identified on the signature pages hereof (together with Borrower, the “Credit Parties” and each individually as a “Credit Party”). The parties agree as follows:
Appears in 3 contracts
Samples: Loan, Guaranty and Security Agreement (Gordmans Stores, Inc.), Loan, Guaranty and Security Agreement (Gordmans Stores, Inc.), Loan, Guaranty and Security Agreement (Gordmans Stores, Inc.)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 D-1 Form of Credit Amount Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons [Reserved] Schedule C-1 Revolver Commitments Schedule D-1 Designated Account E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral P-3 [Reserved] Schedule 1.1 Definitions P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.1(v) Mortgage Policy Schedule 3.6 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into dated as of June 30March 13, 20112020, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCEBANK OF AMERICA, LLC, a Delaware limited liability companyN.A., as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONCLEVELAND-CLIFFS INC., a Delaware an Ohio corporation (“BorrowerParent”). The parties agree as follows:
Appears in 3 contracts
Samples: Revolving Credit Agreement (Cleveland-Cliffs Inc.), Credit Agreement (Cleveland-Cliffs Inc.), Assignment and Acceptance Agreement (Cleveland-Cliffs Inc.)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 I-1 Form of Credit Amount Certificate Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Art Dispositions Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30October 28, 20112010, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONHAMPSHIRE GROUP, LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:
Appears in 3 contracts
Samples: Credit Agreement (Hampshire Group LTD), Credit Agreement (Hampshire Group LTD), Credit Agreement (Hampshire Group LTD)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-2 Form of Bank Product Provider Letter Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 I-1 Form of Credit Amount IP Reporting Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Existing Letters of Credit Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries the Loan Parties Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment 4.25 Immaterial Subsidiaries Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30March 18, 2011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONJDA SOFTWARE GROUP, INC., a Delaware corporation (“Borrower”” ). The parties agree as follows:
Appears in 2 contracts
Samples: Credit Agreement (Jda Software Group Inc), Credit Agreement (Jda Software Group Inc)
Exhibits and Schedules. Exhibit A-1 A Form of Note Exhibit B Form of Assignment and Acceptance Exhibit C-1 C Form of Compliance Certificate Exhibit C-2 D Form of Credit Amount Information Certificate Exhibit L-1 E Form of LIBOR LIBORSOFR Notice Exhibit F Form of Solvency Certificate Schedule A-1 A Agent’s Account Schedule A-2 B Authorized Persons Schedule C-1 C Commitments Schedule D-1 D Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Loan Parties Schedule 4.1(c) Capitalization of Borrower’s Loan Parties’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.10 Employee Benefits Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations 4.22 Location of Equipment Inventory Schedule 4.24 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 5.18 Post-Closing Schedule 6.5 Nature of Business Schedule 6.14 Burdensome Agreements DB1/ 117299725.7117299725.11 CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into as of June 30September 19, 2011, 2017 by and among LIBERTY OILFIELD SERVICES LLC, a DelawareTexas limited liability company (the “Liberty”), LOS ACQUISITION CO I LLC, a Delaware limited liability company (“LOS” and, together with Liberty, each a “Borrower”, and collectively, the “Borrowers”), LIBERTY OILFIELD SERVICES HOLDINGS LLC, a Delaware limited liability company (“Liberty Holdings”), the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability companyU.S. BANK NATIONAL ASSOCIATION, as administrative agent for the Lenders and collateral agent (in such capacitycapacities, together with its successors and assigns in such capacitycapacities, “Agent”), and UNIFY CORPORATION, a Delaware corporation (“Borrower”). The parties agree as follows:
Appears in 2 contracts
Samples: Credit Agreement (Liberty Energy Inc.), Credit Agreement (Liberty Energy Inc.)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 J-1 Form of Credit Amount Certificate Joinder Exhibit L-1 P-1 Form of LIBOR Notice Perfection Certificate Schedule A-1 Agent’s Agent Payment Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions 2.12 SOFR Replacement Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations 4.22 Location of Equipment Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business [**Exhibit P-1 and the Schedules listed above, other than Schedule 2.12, have been omitted pursuant to Item 601(a)(5) of Regulation S-K.**] CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into as of June September 30, 2011, 2021 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONCVR PARTNERS, LP, a Delaware corporation limited partnership (“Parent”), EAST DUBUQUE NITROGEN FERTILIZERS LLC, a Delaware limited liability company (“East Dubuque”), CVR NITROGEN HOLDINGS, LLC, a Delaware limited liability company (“CVR Nitrogen Holdings”), COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, LLC, a Delaware limited liability company (“Coffeyville Resources”), CVR NITROGEN, LP, a Delaware limited partnership (“CVR Nitrogen”; together with Parent, East Dubuque, CVR Nitrogen Holdings, Coffeyville Resources and those additional entities that hereafter become parties hereto as Borrowers, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), and the Subsidiaries of Parent identified on the signature pages hereof as “Guarantors”, and those additional entities that hereafter become parties hereto as Guarantors (each, a “Guarantor” and individually and collectively, jointly and severally, the “Guarantors”). The parties agree as follows:
Appears in 2 contracts
Samples: Credit Agreement (CVR Partners, Lp), Credit Agreement (CVR Energy Inc)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Agreement Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule C-2 Credit Card Issuers/Credit Card Processors Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule E-2 Existing Letters of Credit Schedule M-1 Management Agreements Schedule P-1 Permitted Investments LiensInvestments Schedule P-2 Permitted Liens Schedule P-3 Permitted Indebtedness Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower BorrowerLoan Parties Schedule 4.1(c) Capitalization of Borrower’s Loan Parties’ Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation 4.11 Employee Benefits Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 4.26 Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Schedule 1.1 As used in the Agreement”), is entered into as of June 30, 2011, by and among the lenders identified on following terms shall have the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATION, a Delaware corporation (“Borrower”). The parties agree as followsfollowing definitions:
Appears in 2 contracts
Samples: Credit Agreement (AdvancePierre Foods Holdings, Inc.), Credit Agreement (AdvancePierre Foods Holdings, Inc.)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Revolver Borrowing Base Certificate Exhibit B-2 Form of Floorplan Borrowing Base Certificate Exhibit B-3 Form of Aggregate Borrowing Base Certificate Exhibit B-4 Form of Bank Product Purchase Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Defined Terms Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-2 Existing Letters of Credit Schedule E-3 Existing Hedge Agreements Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b4.1(e) Chief Executive Offices Fiscal Year Ends Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.10 ERISA Matters Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property 4.14(a) Indebtedness Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14(b) Permitted Indebtedness Schedule 4.30 Locations 4.24 Location of Equipment Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business Schedule 6.10 Transactions with Affiliates THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30April 3, 20112020, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCEBANK OF AMERICA, LLCN.A., a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), BANK OF AMERICA, N.A., XXXXX FARGO BANK, N.A. and UNIFY CORPORATIONREGIONS BANK, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), BANK OF AMERICA, X.X. XXXXX FARGO BANK, N.A. and REGIONS BANK, as joint book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Book Runners”), BBVA USA, as documentation agent (in such capacity, together with their successors and assigns in such capacity, the “Documentation Agent”), TITAN MACHINERY, INC., a Delaware corporation (“Borrower”) and XXXXX FARGO BANK, NATIONAL ASSOCIATION (the “Resigning Agent”). The parties agree as follows:.
Appears in 2 contracts
Samples: Credit Agreement (Titan Machinery Inc.), Credit Agreement (Titan Machinery Inc.)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit I-1 Form of IP Reporting Certificate Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Certificates, and Collateral Reporting Schedule 6.6 6.5 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30March 16, 20112015, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONAPPFOLIO, INC., a Delaware corporation (“Borrower”). The parties agree as follows:
Appears in 2 contracts
Samples: Credit Agreement (Appfolio Inc), Credit Agreement (Appfolio Inc)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit C-1 Form of Compliance Certificate Exhibit C-2 P-1 Form of Credit Amount Perfection Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Term Commitments Schedule D-1 Designated Account Schedule E-1 List of Certificated Equipment Unperfected on the Closing Date Schedule P-1 Permitted Dispositions Schedule P-2 Permitted Investments Schedule P-2 P-3 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Post-Closing Items Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property 4.14 Permitted Indebtedness Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 4.20 Material Contracts Schedule 4.19 Permitted Indebtedness 4.26 Liabilities of Nuverra Rocky Mountain Schedule 4.30 Locations of Equipment 4.27 Other Names and Properties Schedule 4.28 Existing Business Relationships Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting 5.14 Locations of Collateral; Chief Executive Offices Schedule 6.6 6.5 Nature of Business Schedule 6.16 Burdensome Agreements SECOND LIEN TERM LOAN CREDIT AGREEMENT THIS SECOND LIEN TERM LOAN CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30August 7, 20112017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCEWILMINGTON SAVINGS FUND SOCIETY, LLC, a Delaware limited liability companyFSB, as administrative agent for each member of the Lenders Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONNUVERRA ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation (“Borrower”). The parties agree as follows:.
Appears in 2 contracts
Samples: Credit Agreement (Nuverra Environmental Solutions, Inc.), Term Loan Credit Agreement (Nuverra Environmental Solutions, Inc.)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit C-1 X-x Form of Borrowing Request Exhibit C-l Form of Compliance Certificate Exhibit C-2 D-1 Form of Credit Amount Certificate Notice of Withdrawal Exhibit L-1 E-1 Form of LIBOR Joinder to Creditor Support Agreement Exhibit F-1 Form of Assignment Notice Schedule A-1 Agent’s Account A-3 Aircranes Schedule A-2 Authorized Persons Schedule C-1 C-l Commitments Schedule D-1 D-l Designated Account Schedule P-1 E-2 Aircraft and Engines owned by Borrower, Evergreen, and Evergreen Equity Schedule E-3 Addresses of Spare Parts Located in the United States Schedule P-l Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 P-3 Permitted Sale-Leaseback Transactions Schedule X-x Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent MAE Contracts Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.10 Employee Benefits Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.15 Taxes Schedule 4.21 Defaults under Leases Schedule 4.30 Locations of Equipment Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting 5.13 Chief Restructuring Officer Schedule 6.6 5.14 Chief Executive Offices Schedule 5.24 Post-Closing Obligations Schedule 6.4 Permitted Dispositions Schedule 6.5 Nature of Business SENIOR SECURED SECOND LIEN SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT THIS SENIOR SECURED SECOND LIEN SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30December 8, 20112016 and effective as of November 8, 2016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCEWILMINGTON SAVINGS FUND SOCIETY, LLC, a Delaware limited liability companyFSB (“WSFS”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent” and together with the Administrative Agent, the “Agent”), and UNIFY CORPORATIONXXXXXXXX INCORPORATED, a Delaware corporation (“Borrower”). The parties agree as follows:.
Appears in 2 contracts
Samples: Credit Agreement, Possession Credit Agreement (Erickson Inc.)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Exhibit U-1 Form of Security Agreement Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule I-1 Immaterial Subsidiaries Schedule N-1 Non-Loan Party Subsidiaries Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule S-1 Significant Subsidiaries Schedule 1.1 Definitions Schedule 2.7(a) Cash Management Banks Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy 4.5 Locations of Inventory and Equipment Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a4.7(a) States of Organization Schedule 4.6(b4.7(b) Chief Executive Offices Schedule 4.6(c4.7(c) Organizational Identification Numbers Schedule 4.6(d4.7(d) Commercial Tort Claims Schedule 4.7(b4.8(b) Capitalization of Borrowers Schedule 4.8(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.10 Litigation Schedule 4.12 4.14 Environmental Matters Schedule 4.13 4.15 Intellectual Property Schedule 4.15 4.17 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment 5.2 Collateral Reporting Schedule 5.1 5.3 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting 6.12 Investments Schedule 6.6 Nature of Business 6.13 Transactions with Affiliates CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30August 19, 2011, 2005 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCE, and ABLECO FINANCE LLC, a Delaware limited liability company, as the arranger, administrative agent for the Lenders and collateral agent for the Lender Group (in such capacitycapacities, together with its successors and assigns in such capacitycapacities, the “Agent”), and UNIFY SITEL CORPORATION, a Delaware Minnesota corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof and that from time to time become parties to this Agreement (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and collectively, as the “Borrowers”). The parties agree as follows:
Appears in 1 contract
Samples: Credit Agreement (Sitel Corp)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Existing Letters of Credit Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 1.1(i) Immaterial Subsidiaries Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Loan Parties and Subsidiaries Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Subscriptions, Options, Warrants, Calls Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted 4.14 Specified Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 6.1 Permitted Indebtedness AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30August 1, 20112016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent and collateral agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and UNIFY CORPORATIONBANK OF AMERICA, N.A., a national banking association, as joint lead arrangers and joint lead book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and BANK OF AMERICA, N.A., a national banking association, as co-documentation agents (in such capacities, the “Co-Documentation Agents”), NOMAC DRILLING, L.L.C., an Oklahoma limited liability company (“Nomac”), PERFORMANCE TECHNOLOGIES, L.L.C., an Oklahoma limited liability company (“PTL”), GREAT PLAINS OILFIELD RENTAL, L.L.C., an Oklahoma limited liability company (“GPOR” and, together with Nomac, PTL and any other Person that at any time after the date hereof becomes a Borrower, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”, as hereinafter further defined), SEVENTY SEVEN ENERGY INC., a Delaware corporation (“BorrowerParent”). The parties agree , SEVENTY SEVEN OPERATING LLC, an Oklahoma limited liability company (“SSO”), SEVENTY SEVEN LAND COMPANY LLC, an Oklahoma limited liability company (“SSLC”), PTL PROP SOLUTIONS, L.L.C., an Oklahoma limited liability company (“PTL Prop”), SSE LEASING LLC, an Oklahoma limited liability company (“SSE” and, together with Parent, SSO, SSLC, PTL PROP and any other Person that at any time after the date hereof becomes a Guarantor are referred to hereafter each individually as follows:a “Guarantor” and individually and collectively, jointly and severally, as the “Guarantors”, as hereinafter further defined);
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Existing Letters of Credit Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule R-2 Redemption Documents Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June November 30, 20112009, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEFOOTHILL, LLC, a Delaware limited liability companycompany (“WFF”), as administrative the agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, “Agent”), WFF and UNIFY CORPORATIONJEFFERIES FINANCE LLC, a Delaware limited liability company (“Jefferies Finance”), as co-lead arrangers and co-bookrunners (each in such capacity, together with its successors and assigns in such capacity, a “Co-Arranger”), WFF and Jefferies Finance, as co-syndication agents (each in such capacity, together with its successors and permitted assigns in such capacity, a “Co-Syndication Agent”), and XXXXXX’X RESTAURANTS, INC., a Delaware corporation (“Borrower”). The parties agree as follows:.
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Letter Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments E-1 Eligible Inventory Locations Schedule P-2 Permitted Liens E-2 Existing Letters of Credit Schedule R-1 Real Property Collateral I-1 Immaterial Subsidiaries Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b4.3 Certain Authorizations Schedule 4.6 Disclosed Litigation Schedule 4.8(b) Capitalization of Borrower Existing Liens Schedule 4.1(c4.8(c) Capitalization of Borrower’s Subsidiaries Real Property Collateral Schedule 4.6(a4.8(d) States of Organization Leased Real Property Schedule 4.6(b4.8(e) Chief Executive Offices Existing Investments Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d4.8(f) Commercial Tort Claims Schedule 4.7(b) Litigation 4.9 Environmental Claims Schedule 4.12 Environmental 4.13 Subsidiaries and Other Equity Investments; Loan Parties Schedule 4.17 Intellectual Property Matters Schedule 4.13 Intellectual Property 4.20 Labor Matters Schedule 4.15 Deposit Accounts 4.22 Deposit, Disbursement and Securities Accounts Schedule 4.17 4.23 Government Contracts Schedule 4.25 Bonding Licenses Schedule 4.26 Material Contracts Schedule 4.19 Permitted 4.29 Existing Indebtedness Schedule 4.30 4.34 Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 5.12 Guarantors Schedule 5.23 Chief Executive Offices Schedule 6.1 Certain Customs Matters Schedule 6.9 Burdensome Agreements CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30December 17, 20112010, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONREMY INTERNATIONAL, INC., a Delaware corporation (“Remy International”), WESTERN REMAN INDUSTRIAL, INC., an Indiana corporation (“Western Reman Inc.”), POWER INVESTMENTS, INC., an Indiana corporation (“Power Investments”), REMY ELECTRIC MOTORS, L.L.C., a Virginia limited liability company (“Remy Electric”), REMAN HOLDINGS, L.L.C., a Delaware limited liability company (“Reman Holdings”), REMY INDIA HOLDINGS, INC., a Delaware corporation (“Remy India”), REMY TECHNOLOGIES, L.L.C., a Delaware limited liability company (“Remy Technologies”), REMY KOREA HOLDINGS, L.L.C., a Delaware limited liability company (“Remy Korea”), REMY INC., a Delaware corporation (“Remy Inc.”), REMY INTERNATIONAL HOLDINGS, INC., a Delaware corporation (“Remy International Holdings”), REMY POWER PRODUCTS, LLC, a Delaware limited liability company (“Remy Power”), and WORLD WIDE AUTOMOTIVE, L.L.C., a Virginia limited liability company (“World Wide Automotive”; together with Remy International, Western Reman Inc., Power Investments, Remy Electric, Reman Holdings, Remy India, Remy Technologies, Remy Korea, Remy Inc., Remy International Holdings, and Remy Power, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:
Appears in 1 contract
Exhibits and Schedules. EXHIBITS Exhibit A-1 A - Land Exhibit B - Form of Term Note Exhibit C - Form of Notice of Borrowing Exhibit D - Form of Notice of Account Designation Exhibit E - Form of Notice of Prepayment Exhibit F - Form of Notice of Conversion/Continuation Exhibit G - Form of Assignment and Acceptance Exhibit C-1 H - Form of Guaranty Agreement Exhibit I - Form of Officer's Compliance Certificate Exhibit C-2 J - Form of Credit Amount Certificate Security Agreement Exhibit L-1 K - Form of LIBOR Notice Pledge Agreement Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 1.1(a) - Lenders and Commitments Schedule D-1 Designated Account 1.1(b) - Guarantors Schedule P-1 Permitted Investments 1.1(c) - Related Credit Documents Schedule P-2 Permitted Liens 1.1(d) - Related Guaranty Agreements Schedule R-1 Real Property Collateral 1.1(e) - Approved Adjustments to EBITDA Schedule 1.1 Definitions 5.1(b) - Capitalization Schedule 3.1 Conditions Precedent Schedule 3.1(v5.1(l) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 - Material Contracts Schedule 4.19 5.1(t) - Debt and Guaranty Obligations Schedule 5.1(u) - Litigation Schedule 9.8 - Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial StatementsTransactions With Affiliates AMENDED AND RESTATED LOAN AGREEMENT AMENDED AND RESTATED LOAN AGREEMENT, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into dated as of June 30the 27th day of July, 20112001, by and among the lenders identified on the signature pages hereof (each of such lendersMEDCATH OF LITTLE ROCK, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCE, LLCL.L.C., a Delaware North Carolina limited liability company, as administrative agent Borrower, the lenders who are or may become a party to this Agreement, as Lenders, BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacityLenders, together with its successors and assigns in such capacityBANKERS TRUST COMPANY, “Agent”)as Syndication Agent for the Lenders, and UNIFY CORPORATIONFIRST UNION NATIONAL BANK, a Delaware corporation (“Borrower”). The parties agree as follows:Documentation Agent.
Appears in 1 contract
Samples: Loan Agreement (Medcath Corp)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Products Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Advances Commitments and Term Loan Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Petroleum Inventory Locations Schedule E-2 Eligible Carriers Schedule E-3 Certain Account Debtors Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims 4.7 Material Litigation Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 4.14 Intellectual Property Schedule 4.15 4.16 Deposit Accounts and Securities Accounts Schedule 4.17 4.18 Material Contracts Schedule 4.19 4.20 Permitted Indebtedness Schedule 4.30 Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Reporting; Compliance Certificate Schedule 6.6 Nature of Business Schedule 7 Fixed Charge Covenant Ratio Testing Trigger AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30January 16, 20112014, by and among DELEK REFINING, INC., a Delaware corporation (“Parent”), DELEK REFINING, LTD., a Texas limited partnership (“Delek Refining” and, together with any other Person that may from time to time become a party hereto as a Borrower, individually each, a “Borrower and collectively, “Borrowers”), the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLC, a Delaware limited liability companyNATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION and UNIFY CORPORATIONBANK OF AMERICA, N.A., as Co-Collateral Agents (in such capacity, together with their successors and assigns in such capacity, each a Delaware corporation “Co-Collateral Agent” and collectively, “Co-Collateral Agents), XXXXX FARGO BANK, NATIONAL ASSOCIATION, MERRILL, LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED, RBC CAPITAL MARKETS (“Borrower”the brand name for the capital markets activities of Royal Bank of Canada and its affiliates), and REGIONS BANK, as Joint Lead Arrangers and Joint Bookrunners, BANK OF AMERICA, N.A., as Syndication Agent and ROYAL BANK OF CANADA and REGIONS BANK, as Co-Documentation Agents. The parties agree as follows:
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 J-1 Form of Credit Amount Certificate Joinder Agreement Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Exhibit T-1 Form of U.S. Tax Compliance Certificate Exhibit T-2 Form of U.S. Tax Compliance Certificate Exhibit T-3 Form of U.S. Tax Compliance Certificate Exhibit T-4 Form of U.S. Tax Compliance Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 2.11 Existing Letters of Credit Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Parent Borrower’s Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations 4.24 Location of Equipment Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 6.1 Permitted Indebtedness Schedule 6.10 Transactions with Affiliates CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30November 19, 2011, 2020 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), FTS INTERNATIONAL SERVICES, LLC, a Texas limited liability company (“OpCo Borrower”), and UNIFY CORPORATIONFTS INTERNATIONAL, INC., a Delaware corporation (“Parent Borrower,” together with the OpCo Borrower and those additional Persons that are joined as a party hereto by executing the form of Joinder attached hereto as Exhibit J-1, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:.
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 B-1 Exhibit C-1 Exhibit I-1 Exhibit L-1 Form of Assignment and Acceptance Exhibit C-1 Budget Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Interim Financing Order Form of LIBOR Notice Schedule A-1 Schedule C-1 Schedule D-1 Schedule P-1 Schedule R-1 Schedule 1.1 Schedule 2.7(a) Schedule 3.1 Schedule 4.5 Schedule 4.7(a) Schedule 4.7(b) Schedule 4.7(c) Schedule 4.7(d) Schedule 4.8(b) Schedule 4.8(c) Schedule 4.10 Schedule 4.13 Schedule 4.14 Schedule 4.15 Schedule 4.17 Schedule 4.19 Schedule 5.2 Schedule 5.3 Schedule 6.6 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Cash Management Banks Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Locations of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) Inventory and Equipment States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Capitalization of Borrowers Capitalization of Borrowers’ Subsidiaries Litigation Schedule 4.12 Benefit Plans Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Collateral Reporting Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business DEBTOR-IN-POSSESSION CREDIT AGREEMENT THIS DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30January 23, 2011, 2007 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO FOOTHILL, INC., a California corporation, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), ENESCO GROUP, INC., an Illinois corporation, as debtor and UNIFY CORPORATIONdebtor-in-possession (“Parent”), ENESCO INTERNATIONAL LTD., a Delaware corporation corporation, as debtor and debtor-in-possession (“EI Borrower”). The parties agree , and XXXXX MANUFACTURING, INC., a California corporation, as follows:debtor and debtor-in-possession (“Xxxxx Borrower”, and together with Parent and EI Borrower, collectively, the “Borrowers” and each, individually, a "Borrower”).
Appears in 1 contract
Exhibits and Schedules. EXHIBITS Exhibit A-1 A Form of Borrowing Base Certificate Exhibit B Form of Assignment and Acceptance Exhibit C-1 C Form of Revolving Note Exhibit D Form of Factoring Documentation Exhibit E Credit Guidelines Exhibit F Form of Covenant Compliance Certificate Exhibit C-2 Form of G Collateral Locations Exhibit H Receivables Collateral; Purchased Accounts Schedule R Lenders and Revolving Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Commitment Percentages Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d3.2(e) Commercial Tort Claims Schedule 4.7(b6.1(a) Organization; Qualification Schedule 6.1(c) Borrower's Affiliates Schedule 6.1(d) Capitalization Schedule 6.2 Defaults Schedule 6.3 Litigation Schedule 4.12 Environmental Matters 6.4 Taxes and Returns Schedule 4.13 Intellectual 6.5(a) Permitted Liens Schedule 6.5(b) Title Schedule 6.5(c) Inventory Schedule 6.5(d) Equipment Schedule 6.5(e) Real Property Schedule 4.15 Deposit Accounts 6.5(f) Corporate and Securities Fictitious Names Schedule 6.9 Proprietary Rights Schedule 6.10 Trade Names Schedule 6.11 Employee Relations Schedule 6.13 Bank Accounts Schedule 4.17 Material Contracts 6.19 Licenses and Permits Schedule 4.19 8.8 Permitted Indebtedness Schedule 4.30 Locations LOAN AND SECURITY AGREEMENT Dated as of Equipment Schedule 5.1 Financial StatementsNovember 21, Reports2008 ANCHOR FUNDING SERVICES, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT LLC, a North Carolina limited liability company (this “Agreement”the "Borrower"), is entered into each of the financial institutions identified as of June 30, 2011, by and among the lenders identified Lenders on the signature pages hereof hereto (together with each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter collectively as "Lenders" and each individually as a “"Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”"), and UNIFY TEXTRON FINANCIAL CORPORATION, a Delaware corporation (“Borrower”"Textron"). The parties , acting in the manner and to the extent described in Article XI (in such capacity, "Agent"), agree as follows:
Appears in 1 contract
Samples: Loan and Security Agreement (Anchor Funding Services, Inc.)
Exhibits and Schedules. Exhibit 2.1 Form of Revolving Loan Note Exhibit 2.3 Form of Term Loan Note Exhibit 2.4(a) Form of Swing Loan Note Exhibit A-1 Form of Assignment and Acceptance Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Early Election Certificate Exhibit L-1 I-1 Form of LIBOR Notice IP Reporting Certificate Exhibit P-1 Form of Perfection Certificate Exhibit 3.1(o) Form of Financial Condition Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account C-2 Competitors Schedule I-1 Ineligible Institutions Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations 4.16 Payment of Equipment Taxes Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.1(d) Billing Systems Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30November 7, 20112016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCEPNC BANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONLIVEVOX HOLDINGS, INC., a Delaware corporation (“Parent”), LIVEVOX, INC., a Delaware corporation (“Borrower”), LIVEVOX INTERNATIONAL, INC., a Delaware corporation (“LiveVox International Guarantor”), SPEECHIQ, LLC, an Ohio limited liability company (“SpeechIQ Guarantor”, and together with LiveVox International Guarantor, the “Guarantors”). The parties agree as follows:
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 E-1 Form of Credit Amount Certificate Equipment Lease Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s 's Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Existing Letters of Credit Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s 's Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.10 ERISA Matters Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 4.24 Locations of Equipment Collateral Schedule 4.29 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “"Agreement”"), is entered into as of June 30March 15, 20112013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “"Lender”", as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “"Agent”"), XXXXX FARGO CAPITAL FINANCE, LLC, as sole lead arranger and sole bookrunner (in such capacity, together with its successors and assigns in such capacity, the "Lead Arranger"), ESSEX HOLDINGS, LLC, a Delaware limited liability company ("Parent"), and UNIFY CORPORATIONESSEX CRANE RENTAL CORP., a Delaware corporation (“"Borrower”"). This Agreement shall be effective as of the Closing Date (as defined below) upon the satisfaction of the conditions set forth herein; effective on the Closing Date, this Agreement amends, restates, supersedes and replaces in its entirety that certain Second Amended and Restated Loan and Security Agreement dated March 6, 2008 (as amended or otherwise modified prior to the date hereof, the "Second Amended Loan Agreement") among Borrower, Parent, Agent and the financial institutions party thereto as lenders (which itself amended, restated, superseded and replaced in its entirety that certain Amended and Restated Loan and Security Agreement dated February 13, 2007 (as amended or otherwise modified prior to March 6, 2008, the "First Amended Loan Agreement") among Borrower, Parent, Agent and the financial institutions party thereto as lenders and which itself amended, restated, superseded and replaced in its entirety that certain Loan and Security Agreement dated September 22, 2004 (as amended or otherwise modified prior to February 13, 2007, the "Original Loan Agreement") among Borrower, Parent, Agent and the financial institutions party thereto as lenders. Effective on the Closing Date, all Prior Obligations (as defined below) of Borrower owing under the Second Amended Loan Agreement shall continue to exist under, and be evidenced by, this Agreement. The parties agree as follows:
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Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Location of Eligible Inventory Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Parent, Holdings, and Borrowers Schedule 4.1(c) Capitalization of Borrower’s Loan Parties’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Condition Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations 4.24(a) Location of Equipment Inventory (other than Fixed Assets) Schedule 4.24(b) Location of Fixed Assets Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business Schedule 6.13 Inventory with Bailees Table of Contents CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June November 30, 20112012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as lead arranger (in such capacity, together with its successors and UNIFY CORPORATIONassigns in such capacity, the “Lead Arranger”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as syndication agent (in such capacity, together with its successors and assigns in such capacity, the “Syndication Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as documentation agent (in such capacity, together with its successors and assigns in such capacity, the “Documentation Agent”), INFUSYSTEM HOLDINGS, INC., a Delaware corporation (“Parent”), INFUSYSTEM HOLDINGS USA, INC., a Delaware corporation (“Holdings”), INFUSYSTEM, INC., a California corporation (“Infusystem”), FIRST BIOMEDICAL, INC., a Kansas corporation (“FBI”; FBI and Infusystem are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:
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Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 P-1 Form of Credit Amount Perfection Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Locations of Eligible Equipment Schedule E-2 Existing Letters of Credit Schedule E-3 List of Certificated Equipment Unperfected on the Closing Date Schedule P-1 Permitted Dispositions Schedule P-2 Permitted Investments Schedule P-2 P-3 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Post-Closing Items Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property 4.14 Permitted Indebtedness Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 4.20 Material Contracts Schedule 4.19 Permitted Indebtedness 4.26 Liabilities of Nuverra Rocky Mountain Schedule 4.30 Locations of Equipment 4.27 Other Names and Properties Schedule 4.28 Existing Business Relationships Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 5.14 Locations of Collateral; Chief Executive Offices Schedule 6.5 Nature of Business Schedule 6.16 Burdensome Agreements FIRST LIEN CREDIT AGREEMENT THIS FIRST LIEN CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30August 7, 20112017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCEACF XXXXX I LP, LLCan entity managed by Ares Management, a Delaware limited liability companyL.P., as administrative agent for each member of the Lenders Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONNUVERRA ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation (“Borrower”). The parties agree as follows:.
Appears in 1 contract
Samples: Credit Agreement (Nuverra Environmental Solutions, Inc.)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Letter Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 I-1 Form of Credit Amount IP Reporting Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s 's Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Locations of Eligible Inventory Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s 's Subsidiaries Schedule 4.5 Disposition of Assets Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Material Litigation Schedule 4.9 Material Adverse Changes Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Designated Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 4.27 Locations of Inventory and Equipment Schedule 4.32 Intellectual Property Claims Schedule 4.33 Defaults Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30September 23, 2011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”)) and collateral agent and sole lead arranger for the Lenders, and UNIFY CORPORATIONTHQ INC., a Delaware corporation (“Borrower”). The parties agree as follows:
Appears in 1 contract
Samples: Credit Agreement (THQ Inc)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Representations and Warranties of Officers Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-2 Existing Letters of Credit Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Certain Liens Existing Prior to Closing Date Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.10 Benefit Plans Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations 4.24 Location of Equipment Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30October 12, 20112012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONADVANCED ENERGY INDUSTRIES, INC., a Delaware corporation (“Parent”), AE SOLAR ENERGY, INC., an Oregon corporation (“AE Solar”), SEKIDENKO, INC., a Washington corporation (“Sekidenko” and, together with Parent, AE Solar and any other person that may from time to time become a party hereto as a borrower, each individually a “Borrower” and collectively, “Borrowers”, as hereinafter further defined), AEI US SUBSIDIARY, INC., a Delaware corporation (“AEI US”), and AERA CORPORATION, a Texas corporation (“Aera” and, together with AEI US and any other person that may from time to time become a party hereto as a guarantor, each individually a “Guarantor” and collectively “Guarantors, as hereinafter further defined). The parties agree as follows:
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule B-1 Designated Bailees Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Refining Agreements Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.7 Notices Related to Mine Safety Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations 4.24 Location of Equipment Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business Schedule 6.10(g) Transactions with Affiliates CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30December 23, 2011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), WXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as lead arranger (in such capacity, together with its successors and UNIFY CORPORATIONassigns in such capacity, the “Lead Arranger”), WXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), and STILLWATER MINING COMPANY, a Delaware corporation (“Borrower”). The parties agree as follows:
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Letter Agreement Exhibit B-3 Form of Advances/Continuation of Advances Notice Exhibit C-1 Form of Compliance Certificate Exhibit C-2 S-1 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Swing Loan Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule B-1 Borrowing Base Companies Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments E-1 Existing Letters of Credit Schedule P-2 Permitted Liens Schedule R-1 Real S-1 Specified Intellectual Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower 4.4 Necessary Consents Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 Environmental Matters 4.8 Ownership of Properties Schedule 4.13 4.9 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Subsidiaries Schedule 5.2 Collateral Reporting Schedule 6.6 Nature 5.14 Locations Schedule 6.2(f) Certain Indebtedness Schedule 6.3(j) Liens on Certain Indebtedness Schedule 6.4(a) Certain Guarantee Obligations Schedule 6.9(c) Certain Investments Schedule 6.11(iv) Affiliate Agreements Appendix B List of Business Competitors CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30March 27, 20112013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability companyXXXXXXX SACHS BANK USA, as administrative and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), XXXXXXX XXXXX BANK USA and UNIFY CORPORATIONXXXXX FARGO BANK, NATIONAL ASSOCIATION, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), XXXXXXX XXXXX BANK USA and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as joint book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Book Runners”), XXXXXXX XXXXX BANK USA, as syndication agent (in such capacity, together with its successors and assigns in such capacity, the “Syndication Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as documentation agent (in such capacity, together with its successors and assigns in such capacity, the “Documentation Agent”), SIRVA, INC., a Delaware corporation (“Parent”), SIRVA WORLDWIDE, INC., a Delaware corporation (“SWI”), NORTH AMERICAN VAN LINES, INC., a Delaware corporation (“NAVL”), ALLIED VAN LINES, INC., a Delaware corporation (“Allied”) and SIRVA RELOCATION LLC, a Delaware limited liability company (“SIRVA Relocation” and together with SWI, NAVL and Allied, are referred to hereinafter each individually as a “Borrower”, and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:
Appears in 1 contract
Samples: Credit Agreement (Sirva Inc)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate IC-1 Intercreditor Provisions Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.10 Employee Benefits Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations 4.24 Location of Inventory Schedule 4.27 Location of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 5.6 Insurance Schedule 5.14 Chief Executive Offices Schedule 5.16(f) Certain Certificated Units Schedule 6.5 Nature of Business AMENDED AND RESTATED CREDIT AGREEMENT (as amended through the Amendment No. 6 Effective Date) THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30April 7, 20112014, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), ; WXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”); effective as of the Amendment No. 6 Effective Date, WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as co-lead arranger (any institution serving in such capacity, together with its successors and assigns in such capacity, a “Co-Lead Arranger”); effective as of the Amendment No. 6 Effective Date, WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as a book runner (any institution serving in such capacity, together with its successors and assigns in such capacity, a “Joint Book Runner”); effective as of the Amendment No. 6 Effective Date, WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as syndication agent (any institution serving in such capacity, together with its successors and assigns in such capacity, a “Co-Syndication Agent”); effective as of the Amendment No. 6 Effective Date, East West Bank, a California banking corporation, as Co-Lead Arranger, Joint Book Runner, and UNIFY CORPORATIONCo-Syndication Agent; PAC-VAN, INC., an Indiana corporation (“Pac-Van”); LONE STAR TANK RENTAL INC., a Delaware corporation (“Lone Star”); effective as of the Amendment No. 2 Effective Date, GFN REALTY COMPANY, LLC, a Delaware limited liability company (“GFNRC”); effective as of the Amendment No. 4 Effective Date, SOUTHERN FRAC, LLC, a Texas limited liability company (“Southern Frac”); and the Affiliates of Pac-Van, Lone Star, GFNRC, and Southern Frac that may become a party hereto from time to time (such Subsidiaries, together with Pac-Van, Lone Star, GFNRC, and Southern Frac, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). This Agreement refers to a Credit Agreement dated as of September 7, 2012, by and among certain Borrowers, the Lenders, and the Agent, as administrative agent (that agreement as amended, restated, supplemented, or otherwise modified before the date of this Agreement, the “Existing Credit Agreement”). Lone Star desires to become a Borrower. The parties (including each Lender party to the Existing Credit Agreement) desire to amend and restate the Existing Credit Agreement as set forth in this Agreement. The parties therefore agree as follows:
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 G-1 Form of Credit Amount Certificate Guaranty Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule R-2 Real Property Held for Sale Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.7 Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 4.28 Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business Schedule 6.16 Consignments CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30September 14, 2011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their its respective successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONSUPREME INDUSTRIES, INC., a Delaware corporation (“Parent”), SUPREME INDIANA OPERATIONS, INC., a Delaware corporation (“Supreme Indiana”) and certain of its Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Supreme Indiana, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 J-1 Form of Credit Amount Certificate Joinder Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization Equity Interests of Borrower each Loan Party (other than Parent) Schedule 4.1(c) Capitalization of Borrower’s Loan Parties’ Direct and Indirect Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property 4.14 Permitted Indebtedness Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 4.24 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations 4.25 Location of Equipment Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into as of June 30October 29, 2011, 2020 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONTESSCO TECHNOLOGIES, INCORPORATED, a Delaware corporation (“Parent”), TESSCO INCORPORATED, a Delaware corporation (“Tessco”), GW SERVICE SOLUTIONS, INC., a Delaware corporation (“GW”), TESSCO SERVICE SOLUTIONS, INC., a Delaware corporation (“Service”) and TCPM, INC., a Delaware corporation (“TCPM”; together with TESSCO, GW, SERVICE and and those additional Persons that are joined as a party hereto by executing the form of Joinder attached hereto as Exhibit J-1 (each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”). The parties agree as follows:
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit C-1 Form of Compliance Certificate Exhibit C-2 I-1 Form of Credit Amount IP Reporting Certificate Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Exhibit T-1 Form of U.S Tax Compliance Certificate (Section 16.2(a)(i)) Exhibit T-2 Form of U.S Tax Compliance Certificate (Section 16.2(a)(iv) – option 1) Exhibit T-3 Form of U.S Tax Compliance Certificate (Section 16.2(a)(iv) – option 2) Exhibit T-4 Form of U.S Tax Compliance Certificate (Section 16.2(a)(iv) – option 3) Schedule A-1 Agent’s 's Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s 's Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations of Equipment 4.22 Privacy and Information Security Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “"Agreement”"), is entered into as of June 30December 31, 20112019, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “"Lender”", as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “"Agent”"), and UNIFY CORPORATIONASURE SOFTWARE, INC., a Delaware corporation (“"Borrower”"). The parties agree as follows:.
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 A Form of Assignment and Acceptance Exhibit C-1 B Form of Compliance Certificate Exhibit C-2 C Form of Credit Amount Certificate Term Loan Request Exhibit L-1 Form of LIBOR Notice D U.S. Tax Compliance Certificates Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property S Subsidiary Guarantors as of the Closing Date Schedule Z Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Properties Schedule 3.6 Conditions Subsequent Schedule 4.1(b4.4(b) Capitalization of Borrower Loan Parties Schedule 4.1(c4.4(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States Jurisdictions of Organization of Loan Parties Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.7(d) Cannabis Licenses Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual 4.12(a) Real Property Schedule 4.12(b) Title Commitments Schedule 4.12(g) Collateral Property Matters Schedule 4.13 Broker Fees Schedule 4.15 Deposit Accounts and Securities Accounts Existing Indebtedness Schedule 4.17 4.22 Material Contracts Schedule 4.19 Permitted Indebtedness 4.24 Collateral Locations Schedule 4.30 Locations of Equipment 4.26 Intellectual Property Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.7 General Contractor Additional Insurance Provisions Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30December 16, 20112021, by and among HIGH STREET CAPITAL PARTNERS, LLC, a Delaware limited liability company (“Borrower”), ACREAGE HOLDINGS, INC., a corporation existing under the lenders laws of the Province of British Columbia (“Parent”), each lender identified on the signature pages hereof (each of such lenderslender, together with their its respective successors and permitted assigns, are is referred to hereinafter hereinafter, individually as a “Lender”” and collectively, as that term is hereinafter further definedthe “Lenders”), WXXXX FARGO CAPITAL FINANCE, AFC AGENT LLC, a Delaware limited liability company, as administrative co-agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), and UNIFY CORPORATIONVRT AGENT LLC, a Delaware corporation limited liability company, as co-agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “BorrowerCo Agent”). The parties agree as follows:.
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Australian Commitment Reallocation Notice Exhibit B-3 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of U.S. Perfection Certificate Exhibit P-2 Form of Australian Perfection Certificate Schedule 1.1 Definitions Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule A-3 Competitors Schedule C-1 Revolver Commitments Schedule D-1 U.S. Designated Account Schedule D-2 Australian Designated Account Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral P-3 Permitted Dispositions Schedule 1.1 Definitions P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.16(a) ADI Accounts Schedule 5.16(b) Deposit Accounts Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”)AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT, is entered into dated as of June March 30, 20112015 and amended and restated as of February 28, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCEBANK OF AMERICA, LLC, a Delaware limited liability companyN.A., as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), BANK OF AMERICA, N.A., as Australian security trustee (in such capacity, together with its successors and UNIFY CORPORATIONassigns in such capacity, a Delaware “Australian Security Trustee”), CLEVELAND-CLIFFS INC., an Ohio corporation (“Parent”), and the Subsidiaries of Parent identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively as the “Borrowers”). The parties agree as follows:.
Appears in 1 contract
Samples: Syndicated Facility Agreement (Cleveland-Cliffs Inc.)
Exhibits and Schedules. Exhibit 2.1 Form of Revolving Loan Note Exhibit 2.3 Form of Term Loan Note Exhibit 2.4(a) Form of Swing Loan Note Exhibit A-1 Form of Assignment and Acceptance Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Early Election Certificate Exhibit L-1 I-1 Form of LIBOR Notice IP Reporting Certificate Exhibit P-1 Form of Perfection Certificate Exhibit 3.1(o) Form of Financial Condition Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account C-2 Competitors Schedule I-1 Ineligible Institutions Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations 4.16 Payment of Equipment Taxes Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.1(d) Billing Systems Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business 074658.16087/130783594v.4 CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30November 7, 20112016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCEPNC BANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONLIVEVOX INTERMEDIATE LLC, a Delaware limited liability company (f/k/a LiveVox Holdings, Inc.) (“Parent”), LIVEVOX, INC., a Delaware corporation (“Borrower”), ENGAGE HOLDINGS, LLC, an Ohio limited liability company (“Engage Guarantor”), LIVEVOX INTERNATIONAL, INC., a Delaware corporation (“LiveVox International Guarantor”), SPEECHIQ, LLC, an Ohio limited liability company (“SpeechIQ Guarantor”, and together with Engage Guarantor and LiveVox International Guarantor, the “Guarantors”). The parties agree as follows:
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-2 Existing Letters of Credit Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Joint Venture Acquisition Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.7 Litigation Schedule 4.11 Benefit Plans Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business The registrants agree to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request. EXIM GUARANTIED CREDIT AGREEMENT THIS EXIM GUARANTIED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30August 13, 20112009, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEFOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), STANADYNE INTERMEDIATE HOLDING CORP., a Delaware corporation (“Parent”), and UNIFY STANADYNE CORPORATION, a Delaware corporation (“Borrower”). The parties agree as follows:
Appears in 1 contract
Samples: Guarantied Credit Agreement (Stanadyne Holdings, Inc.)
Exhibits and Schedules. Exhibit A-1 B-1 Form of Assignment and Acceptance Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 J-1 Form of Credit Amount Certificate Joinder Exhibit L-1 P-1 Form of LIBOR Notice Perfection Certificate Schedule A-1 Agent’s Lender's Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Indebtedness Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Loan Parties Schedule 4.1(c) Capitalization of Borrower’s Loan Parties' Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.10 Employee Benefits Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations of Equipment 4.19 Unions and Collective Bargaining Agreements Schedule 4.24 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into as of June 30April 12, 2011, 2019 by and among the lenders identified on the signature pages hereof WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “"Lender”, as that term is hereinafter further defined"), WXXXX FARGO CAPITAL FINANCEEMMIS COMMUNICATIONS CORPORATION, LLCan Indiana corporation ("Parent"), a Delaware limited liability companyEMMIS OPERATING COMPANY, as administrative agent for the Lenders an Indiana corporation (in such capacity, together with its successors and assigns in such capacity, “Agent”"Emmis"), and UNIFY CORPORATIONthose additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (together with Emmis, each a Delaware corporation (“"Borrower”" and individually and collectively, jointly and severally, the "Borrowers"). The parties agree as follows:
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory and Eligible Equipment Locations Schedule E-2 Exiting Letters of Credit Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Joint Venture Acquisition Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.7 Litigation Schedule 4.11 Benefit Plans Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business The registrants agree to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request. CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30August 13, 20112009, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEFOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), STANADYNE INTERMEDIATE HOLDING CORP., a Delaware corporation (“Parent”), and UNIFY STANADYNE CORPORATION, a Delaware corporation (“Borrower”). The parties agree as follows:
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 — Form of Assignment and Acceptance Exhibit B-1 — Form of Borrowing Base Certificate Exhibit C-1 — Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate G-1 — Amended and Restated Disclosure Schedules to Guaranty and Security Agreement Exhibit L-1 — Form of LIBOR Notice Exhibit P-1 — Form of Perfection Certificate Schedule A-1 — Agent’s Account Schedule A-2 — Authorized Persons Schedule C-1 — Commitments Schedule D-1 — Designated Account Schedule P-1 — Permitted Investments Schedule P-2 — Permitted Liens Schedule R-1 — Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 — Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 — Conditions Subsequent Schedule 4.1(b4.1 (b) — Capitalization of Borrower Borrowers Schedule 4.1(c) — Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization — Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 — Litigation Schedule 4.12 4.11 — Environmental Matters Schedule 4.13 4.14 — Permitted Indebtedness Schedule 4.24 — Location of Inventory Schedule 4.29 — Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 — Financial Statements, Reports, Certificates Schedule 5.2 — Collateral Reporting Schedule 6.6 6.5 — Nature of Business AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30July 27, 20112018, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association (“Xxxxx Fargo”), as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), the financial institutions who are or hereafter become parties to this Agreement as lenders (together with Xxxxx Fargo, collectively the “Lenders”, and UNIFY each individually, a “Lender”), SEASPINE HOLDINGS CORPORATION, a Delaware corporation (“Parent”), as Parent and as Guarantor, SEASPINE ORTHOPEDICS CORPORATION, a Delaware corporation (“SeaSpine Orthopedics“), SEASPINE, INC., a Delaware corporation (“SeaSpine Inc.”), ISOTIS, INC., a Delaware corporation (“IsoTis Inc.”), SEASPINE SALES LLC, a Delaware limited liability company (“SeaSpine Sales”), THEKEN SPINE, LLC, an Ohio limited liability company (“Theken Spine”), and ISOTIS ORTHOBIOLOGICS, INC., a Washington corporation (“IsoTis OrthoBiologics”; together with SeaSpine Orthopedics, SeaSpine Inc., IsoTis Inc., Theken Spine, and SeaSpine Sales are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:.
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s 's Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Locations Schedule E-2 Existing Letters of Credit Schedule E-3 Eligible Real Estate Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers' Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.10 Benefit Plans Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property 4.14 Permitted Indebtedness Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 4.27 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment 4.28 Equity Interests in Existing JVs Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “"Agreement”"), is entered into as of June 30November 2, 2011, 2012 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “"Lender”", as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “"Agent”"), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association as sole lead arranger (in such capacity, together with its successors and assigns in such capacity, the "Lead Arranger"), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association as sole book runner (in such capacity, together with its successors and assigns in such capacity, the "Book Runner"), MGP INGREDIENTS, INC., a Kansas corporation ("Parent"), MGPI PROCESSING, INC., a Kansas corporation ("MGPI Processing"), MGPI PIPELINE, INC., a Kansas corporation ("MGPI Pipeline"), and UNIFY CORPORATIONMGPI OF INDIANA, LLC, a Delaware corporation limited liability company (“"MGPI Indiana"; MGPI Indiana, together with MGPI Processing and MGPI Pipeline, are referred to hereinafter each individually as a "Borrower”", and individually and collectively, jointly and severally, as the "Borrowers"). MGPI Processing (formerly known as MGP Ingredients, Inc.) and Xxxxx Fargo Bank, National Association (the "Existing Lender") executed and delivered that certain Credit and Security Agreement dated as of July 21, 2009 (as amended, restated or otherwise modified prior to the Closing Date, the "Existing Credit Agreement"), and MGPI Processing executed and delivered to Existing Lender an Amended and Restated Revolving Note dated as of July 21, 2009 (the "Existing Note"). The parties agree obligations, liabilities and rights of MGPI Processing under the Existing Credit Agreement and the Existing Note were assigned to, and assumed by, Parent (formerly known as follows:MGPI Holdings, Inc.) pursuant to that certain Assignment and Assumption of Note and Credit Agreement and Fourth Amendment to the Credit Agreement dated as of January 3, 2012. Pursuant to an Assignment and Acceptance dated as of the date hereof, Parent has assigned to MGPI Processing, and MGPI Processing has accepted, all obligations, liabilities and rights of Parent under the Existing Credit Agreement and the Existing Note. From and after the date hereof, the indebtedness evidenced by the Existing Note shall be evidenced by this Agreement and the Existing Note shall no longer be in effect. MGPI Processing has requested, and, subject to the terms and conditions hereof, Agent and Lenders have agreed, effective on the Closing Date, to amend and restate the Existing Credit Agreement on the terms and conditions contained herein, including without limitation to add MGPI Pipeline and MGPI Indiana as borrowers hereunder.
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Permitted Intercompany Advances Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States Jurisdictions of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 4.25 Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30January 2, 20112008, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEFOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONCAPTARIS, INC., a Delaware Washington corporation (“Borrower”). The parties agree as follows:
Appears in 1 contract
Samples: Credit Agreement (Captaris Inc)
Exhibits and Schedules. Exhibit A-1 1 Form of Assignment and Acceptance Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Interim Order Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Intercompany Advances Schedule P-2 Permitted Holders Schedule P-3 Permitted Investments Schedule P-4 Permitted Liens Schedule R-1 Real T-1 Tax Settlement Agreements Schedule T-2 Term Loan Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations of Equipment 4.21 Leased Real Property Schedule 4.27 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business Schedule 6.10 Transactions with Affiliates Schedule 8.21 Sale Transaction Milestones SENIOR SECURED, PRIMING AND SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT THIS SENIOR SECURED, PRIMING AND SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30November 7, 20112018, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONPROMISE HEALTHCARE GROUP, LLC, a Delaware corporation limited liability company (“Parent”), the Subsidiaries of Parent identified as Guarantors on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Guarantor” and individually and collectively, jointly and severally, as the “Guarantors”), and the Subsidiaries of Parent identified as Borrowers on the signature pages hereof (such Subsidiaries are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:.
Appears in 1 contract
Samples: Possession Credit Agreement
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Seasonal Borrowing Period Notice Exhibit C-1 Form of Compliance Certificate Exhibit C-2 D Form of Credit Amount Certificate DDA Notification Exhibit L-1 Form of LIBOR Notice Exhibit M Form of Borrowing Base Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule F-1 Freight Forwarders Schedule G-1 Common Carriers Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property 2.8(a) Cash Management Banks Schedule 5.4 Locations of Inventory Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a5.6(a) States of Organization Schedule 4.6(b5.6(b) Chief Executive Offices Schedule 4.6(c5.6(c) XXXXx; Organizational Identification Numbers Schedule 4.6(d5.7(b) Commercial Tort Claims Capitalization of BorrowerCredit Parties Schedule 4.7(b5.7(c) Capitalization of BorrowerCredit Parties’s Subsidiaries Schedule 5.9 Litigation Schedule 4.12 5.13 Environmental Matters Matters5.16 Leases Schedule 4.13 5.17 Deposit Accounts Schedule 5.19 Permitted Indebtedness Schedule 5.20 Credit Card Processors Schedule 5.23 Investment Property Schedule 5.24 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts 5.28 Insurance Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 6.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT 7.10 Investments Schedule 7.11 Transactions with Affiliates LOAN, GUARANTY AND SECURITY AGREEMENT THIS CREDIT LOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), is entered into as of June 30February 20, 20112009, by and among among, on the one hand, the revolver lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Revolver Lender” and collectively as the “Revolver Lenders”), the term lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Term Lender” and collectively as the “Term Lenders”, as that term is hereinafter further definedand together with the Revolver Lenders, each individually, a “Lender” and collectively, the “Lenders”), WXXXX XXXXX FARGO BANK, NATIONAL ASSOCIATION (successor by merger to Xxxxx Fargo Retail Finance, LLC), as administrative agent for the Lenders and joint lead arranger (“Agent”), and CIT CAPITAL FINANCE, SECURITIES LLC, a Delaware limited liability company, as administrative syndication agent and as joint lead arrangerWELLS FARGO BANK, NATIONAL ASSOCIATION, as term agent for the Term Lenders (in such capacity, together with its successors and assigns in such capacity, “Term Agent”), and UNIFY CORPORATIONand, on the other hand, GORDMANS, INC., a Delaware corporation (“Borrower”) and the Guarantors identified on the signature pages hereof (together with Borrower, the “Credit Parties” and each individually as a “Credit Party”). The parties agree as follows:
Appears in 1 contract
Samples: Loan, Guaranty and Security Agreement (Gordmans Stores, Inc.)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Products Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Petroleum Inventory Locations Schedule E-2 Eligible Carriers Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 4.14 Intellectual Property Schedule 4.15 4.16 Deposit Accounts and Securities Accounts Schedule 4.17 4.18 Material Contracts Schedule 4.19 4.20 Permitted Indebtedness Schedule 4.30 Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Reporting; Compliance Certificate Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30February 23, 20112010, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONDELEK REFINING, INC., a Delaware corporation (“Parent”), and DELEK REFINING, LTD., a Texas limited partnership (“Delek Refining” and, together with any other Person that may from time to time become a party hereto as a Borrower, individually each, a “Borrower and collectively, “Borrowers”). The parties agree as follows:
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Exhibit J-1 Form of Joinder Exhibit P-1 Form of Perfection Certificate Exhibit S-1 Form of SOFR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 EBITDA Add-backs Schedule P-1 Permitted Investments Schedule P-2 Permitted Joint Ventures Schedule P-3 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property 4.14 Permitted Indebtedness Schedule 4.15 Deposit Accounts Taxes Schedule 4.18 Privacy and Securities Accounts Information Security Schedule 4.17 4.23 Material Contracts Schedule 4.19 Permitted Indebtedness 4.24 Convertible Notes Documents Schedule 4.30 Locations of Equipment 4.26(c) Health Care Matters Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business Schedule 6.13 Permitted Joint Venture Activities LEGAL_US_W # 114834644.8114834644.17 CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into as of June 30March 9, 20112017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONSHARECARE, INC., a Delaware corporation (“Holdings”), SHARECARE OPERATING COMPANY, INC. (formerly known as Sharecare, Inc.), a Delaware corporation (“Parent”), the Subsidiaries of Parent identified on the signature pages hereof as “Borrowers”, and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (such Subsidiaries, together with Parent, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”). The parties agree as follows:
Appears in 1 contract
Samples: Credit Agreement (Sharecare, Inc.)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Exhibit J-1 Form of Joinder Exhibit P-1 Form of Perfection Certificate Schedule A-1 Administrative Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Existing Letters of Credit Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Borrowers, Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.10 Employee Benefits Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property 4.14 Permitted Indebtedness Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 4.22 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment 4.25 Health Care Proceedings Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business ABL CREDIT AGREEMENT THIS ABL CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into as of June 30October 25, 2011, 2019 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as sole lead arranger (in such capacity, together with its successors and UNIFY CORPORATIONassigns in such capacity, the “Lead Arranger”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association as sole book runner (in such capacity, together with their successors and assigns in such capacity, the “Book Runner”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), CROSS COUNTRY HEALTHCARE, INC., a Delaware corporation (“Parent”), XXXXX SEARCH, INC., a Delaware corporation (“Xxxxx”), CROSS COUNTRY STAFFING, INC., a Delaware corporation (“Cross Country Staffing”), CROSS COUNTRY SUPPORT SERVICES, LLC, a Delaware limited liability company (“Cross Country Support”), ASSIGNMENT AMERICA, LLC, a Delaware limited liability company (“Assignment America”), TRAVEL STAFF, LLC, a Delaware limited liability company (“Travel Staff”), LOCAL STAFF, LLC, a Delaware limited liability company (“Local Staff”), MEDICAL DOCTOR ASSOCIATES, LLC, a Delaware limited liability company (“Medical Doctor”), OWS, LLC, a Delaware limited liability company (“OWS”), NEW MEDISCAN II, LLC, a California limited liability company (“New Mediscan”), MEDISCAN DIAGNOSTIC SERVICES, LLC, a California limited liability company (“Mediscan Diagnostic”), ADVANTAGE RN, LLC, a Delaware limited liability company (“Advantage RN”), ADVANTAGE RN LOCAL STAFFING, LLC, a Delaware limited liability company (“Advantage RN Local Staffing”), and AMERICAN PERSONNEL, INC., a Massachusetts corporation (“American Personnel” and together with Parent, Xxxxx, Cross Country Staffing, Cross Country Support, Assignment America, Travel Staff, Local Staff, Medical Doctor, OWS, New Mediscan, Mediscan Diagnostic, Advantage RN, Advantage RN Local Staffing and those additional persons that hereafter become parties hereto as Borrowers in accordance with the terms hereof, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), ARNCP, LLC, a Delaware limited liability company (“ARNCP”), MDA HOLDINGS, INC., a Delaware corporation (“MDA Holdings”), CREDENT VERIFICATION AND LICENSING SERVICES, LLC, a Delaware limited liability company (“Credent Verification”), MEDISCAN NURSING STAFFING, LLC, a California limited liability company (“Mediscan Nursing Staffing” and together with ARNCP, MDA Holdings, Credent Verification and those additional persons that hereafter become parties hereto as Guarantors in accordance with the terms hereof, each, a “Guarantor” and individually and collectively, jointly and severally, the “Guarantors”). The parties agree as follows:
Appears in 1 contract
Samples: Abl Credit Agreement (Cross Country Healthcare Inc)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit C-1 B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit D-1 Form of Compliance Certificate Exhibit C-2 I-1 Form of Credit Amount Certificate Intercreditor Agreement Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Administrative Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral E-2 Existing Letters of Credit Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent 4.3 Governmental Approvals; No Conflicts Schedule 3.1(v) Mortgage Policy 4.5 Properties Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental 4.6 Disclosed Matters Schedule 4.13 Intellectual Property 4.14 Insurance Schedule 4.15 Deposit Accounts Capitalization and Securities Accounts Subsidiaries; Joint Venture; Partnership Schedule 4.17 Material Contracts 5.15 Location of Inventory Schedule 4.19 Permitted 5.16 Post-Closing Security Perfection Schedule 6.1 Existing Indebtedness Schedule 4.30 Locations of Equipment 6.2 Existing Liens Schedule 5.1 Financial Statements, Reports, Certificates 6.4 Existing Investments Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 6.10 Restrictive Agreements CREDIT AGREEMENT (Inventory Facility) THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30October 5, 20112015, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and UNIFY CORPORATIONX.X. XXXXXX SECURITIES LLC, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”) and as joint book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Book Runners”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and JPMORGAN CHASE BANK, N.A., a national banking association, as co-syndication agents (in such capacity, together with their successors and assigns in such capacity, the “Co-Syndication Agents”), BANK OF AMERICA, N.A., a national banking association, and SUNTRUST BANK, a Georgia banking corporation, as co-documentation agents (in such capacity, together with their successors and assigns in such capacity, the “Co-Documentation Agents”), ANIXTER INC., a Delaware corporation (“Anixter”), and each of the Subsidiaries of Anixter identified on the signature pages hereof or otherwise party hereto as a “Borrower,” including, without limitation, each Target that becomes a Domestic Subsidiary effective upon consummation of the HD Supply Acquisition (such Subsidiaries, together with Anixter, are referred to hereinafter each individually as a “Borrower” and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR LIBORSOFR Notice Exhibit J-1 Form of Joinder Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments E-1 Existing Letters of Credit Schedule P-2 Permitted Liens 1.1(b) Designated Account Debtors Schedule R-1 Real Property Collateral 1.1(c) Significant Subsidiaries Schedule 1.1 Definitions 1.1(d) Reliance Account Debtors Schedule 3.1 Conditions Precedent Schedule 3.1(v4.5(a) Mortgage Policy Real Property Schedule 3.6 Conditions Subsequent Schedule 4.1(b4.5(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.6 Disclosed Matters Schedule 4.12 Material Agreements Schedule 4.14 Insurance Schedule 4.15 Deposit Accounts Capitalization and Securities Accounts Subsidiaries Schedule 4.17 Material Contracts 4.24 Location of Inventory and M&E Schedule 4.19 Permitted 6.1(a)(ii) Existing Indebtedness Schedule 4.30 Locations of Equipment 6.1(a)(v) Existing Purchase Money Debt and Finance Lease Obligations Schedule 5.1 Financial Statements, Reports, Certificates 6.2 Existing Liens Schedule 5.2 Collateral Reporting 6.4 Existing Investments Schedule 6.6 Nature of Business 6.10 Existing Restrictions CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June October 30, 20112019, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and UNIFY JPMORGAN CHASE BANK, N.A., a national banking association, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”) and as joint book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Book Runners”), BANK OF AMERICA, N.A., a national banking association, and BARCLAYS BANK PLC, as syndication agents (in such capacity, together with their successors and assigns in such capacity, each a “Syndication Agent” and together, the “Syndication Agents”), U.S. BANK NATIONAL ASSOCIATION, a national banking association as the documentation agent (in such capacity, together with its successors and assigns in such capacity, the “SyndicationDocumentation Agent”), XXXXXX ALUMINUM CORPORATION, a Delaware corporation (“KAC”), XXXXXX ALUMINUM INVESTMENTS COMPANY, a Delaware corporation (“KAIC”), XXXXXX ALUMINUM FABRICATED PRODUCTS, LLC, a Delaware limited liability company (“KAFP”), XXXXXX ALUMINUM WASHINGTON, LLC, a Delaware limited liability company (“KAW”), XXXXXX ALUMINUM XXXXXXX, LLC (f/k/a Alcoa Xxxxxxx LLC), a Delaware limited liability company (“XX Xxxxxxx”), and those additional Persons that are joined as a party hereto by executing the form of Joinder attached hereto as Exhibit J-1 (each, together with KAC, KAIC, KAFP, and KAW and XX Xxxxxxx, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”). The parties agree as follows:
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of US Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit B-3 Form of Canadian Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Exhibit L-2 Form of BA Rate Notice Schedule A-1 Agent’s 's Account Schedule A-2 Agent's Canadian Account Schedule A-3 Authorized Persons Schedule C-1 Commitments Schedule C-2 Remediation Properties Schedule D-1 Designated Account Schedule E-1 Existing Letters of Credit Schedule I-1 Immaterial Subsidiaries Schedule P-1 Permitted Dispositions Schedule P-2 Permitted Indebtedness Schedule P-3 Permitted Investments Schedule P-2 P-4 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) 4.1 Capitalization of Borrower Borrowers and Borrowers' Subsidiaries Schedule 4.1(c4.5(c) Capitalization of Borrower’s Subsidiaries Real Property Schedule 4.5(d) Leases Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation 4.11 Benefit Plans Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property 4.28(a) Third Party Locations Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 4.28(b) Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 5.16 Post-Closing Deliveries Schedule 6.7 Certain Contractual Restrictions AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “"Agreement”"), is entered into as of June 30March 1, 20112013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “"Lender”", as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCEXxxxx Fargo Capital Finance, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “"Agent”"), PolyOne Corporation, an Ohio corporation ("Parent"), and UNIFY CORPORATIONthe subsidiaries of Parent organized under the laws of a jurisdiction in the United States party hereto as borrowers (together with Parent, and certain other subsidiaries of Parent organized under the laws of a jurisdiction in the United States that are or may become party hereto after the date hereof, each individually a "US Borrower" and collectively, "US Borrowers" as hereinafter further defined), PolyOne Canada Inc., a Delaware federally incorporated Canadian corporation (“"PolyOne Canada", and together with certain other subsidiaries of Parent organized under the laws of a jurisdiction in Canada that are or may become party hereto after the date hereof, each individually a "Canadian Borrower”" and collectively, "Canadian Borrowers" as hereinafter further defined and, together with US Borrowers, each individually a "Borrower" and collectively, "Borrowers"), the subsidiaries of Parent organized under the laws of a jurisdiction in the United States party hereto as guarantors (each individually a "US Guarantor" and collectively, "US Guarantors" as hereinafter further defined), those subsidiaries of Parent organized under the laws of a jurisdiction in Canada that may become party hereto as guarantors after the date hereof (each individually a "Canadian Guarantor" and collectively, "Canadian Guarantors" as hereinafter further defined, and together with US Guarantors, each individually a "Guarantor" and collectively, "Guarantors" as hereinafter further defined), Bank of America, N.A. and U.S. Bank National Association, each as Syndication Agents, KeyBank National Association and PNC Bank, National Association, each as Documentation Agents, and Xxxxx Fargo Capital Finance, LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, in their respective capacities as Joint Lead Arrangers and Joint Bookrunners. The parties agree as follows:
Appears in 1 contract
Samples: Credit Agreement (Polyone Corp)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR SOFR Notice Exhibit J-1 Form of Joinder Exhibit P-1 Form of Perfection Certificate Exhibit U-1 Form of U.S. Tax Compliance Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Account Jurisdictions Schedule E-2 Eligible Parts, Eligible Whole Aircraft Collateral and Eligible Whole Engine Collateral Locations Schedule E-3 Existing Letters of Credit Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.10 Plans Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations of Equipment 4.27 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business AMENDED AND RESTATED CREDIT AGREEMENT THIS This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30July 20, 2011, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as lead arranger (in such capacity, together with its successors and UNIFY assigns in such capacity, the “Lead Arranger”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), CIBC BANK USA, as Syndication Agent (in such capacity, together with its successors and assigns in such capacity, the “Syndication Agent”), AERSALE CORPORATION, a Delaware corporation (“BorrowerParent”), MONOCLE PARENT LLC, a Delaware limited liability company (“Monocle Parent”), AERSALE AVIATION INC., a Delaware corporation (“AerSale Aviation” and together with Parent and Monocle Parent, the “Parent Companies” and each a “Parent Company”), AERSALE, INC., a Florida corporation (“AerSale”), the Subsidiaries of AerSale identified on the signature pages hereof as “Borrowers”, and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (AerSale and such Subsidiaries and other entities, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”). Borrowers, Agent and certain lenders are party to that certain Credit Agreement dated as of April 11, 2011 (as amended, the “Existing Credit Agreement”). The parties hereto wish to completely amend, restate and modify (but not extinguish) the Existing Credit Agreement through the execution of this Agreement. Administrative Borrower has requested, and Agent and Lenders have agreed, to make available to Borrowers, certain revolving and term credit facilities upon and subject to the terms and conditions set forth in this Agreement. The parties agree as follows:
Appears in 1 contract
Samples: Credit Agreement (AerSale Corp)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Exhibit J-1 Form of Joinder Exhibit P-1 Form of Perfection Certificate Exhibit U-1 Form of U.S. Tax Compliance Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Account Jurisdictions Schedule E-2 Eligible Parts, Eligible Whole Aircraft Collateral and Eligible Whole Engine Collateral Locations Schedule E-3 Existing Letters of Credit Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.10 Plans Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations of Equipment 4.27 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business AMENDED AND RESTATED CREDIT AGREEMENT THIS This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30July 20, 2011, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as lead arranger (in such capacity, together with its successors and UNIFY CORPORATIONassigns in such capacity, the “Lead Arranger”), WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), AERSALE HOLDINGS, INC., a Delaware corporation (“BorrowerParent”), AERSALE, INC., a Florida corporation (“AerSale”), the Subsidiaries of AerSale identified on the signature pages hereof as “Borrowers”, and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (AerSale and such Subsidiaries and other entities, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”). Borrowers, Agent and certain lenders are party to that certain Credit Agreement dated as of April 11, 2011 (as amended, the “Existing Credit Agreement”). The parties hereto wish to completely amend, restate and modify (but not extinguish) the Existing Credit Agreement through the execution of this Agreement. Administrative Borrower has requested, and Agent and Lenders have agreed, to make available to Borrowers, certain revolving and term credit facilities upon and subject to the terms and conditions set forth in this Agreement. The parties agree as follows:
Appears in 1 contract
Samples: Credit Agreement (AerSale Corp)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Locations of Borrowing Base Inventory and Equipment Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations 4.24 Location of Equipment Inventory Schedule 4.26 Real Estate Schedule 4.27 Insurance Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 3028, 20112016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as lead arranger (in such capacity, together with its successors and UNIFY CORPORATIONassigns in such capacity, the “Lead Arranger”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), POWER SOLUTIONS INTERNATIONAL, INC., a Delaware corporation (“Parent”), PROFESSIONAL POWER PRODUCTS, INC., an Illinois corporation (“PPPI”), and the other Persons from time to time party hereto as borrowers (such Persons together with Parent and PPPI, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:.
Appears in 1 contract
Samples: Credit Agreement (Power Solutions International, Inc.)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Assumption Exhibit C-1 B-1 Form of Compliance Certificate Exhibit C-2 C-1 Form of Credit Amount Certificate Borrowing Request Exhibit L-1 D-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Transfer Order Letters Schedule C-1 Commitments Schedule D-1 Designated Account M-1 Make-Whole Premium Schedule M-2 Xxxxxx 2009 Collateral Schedule P-1 Permitted Investments Liens Schedule P-2 Permitted Liens Description of Platform Rig Schedule R-1 Real Property Collateral 5.1 Information regarding Certain Owned Oil and Gas Properties Schedule 1.1 Definitions 5.2(b) Imbalances in Gas Production Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational 5.4 Federal Tax Identification Numbers Schedule 4.6(d5.5(b) Commercial Tort Claims Capital Stock - Borrower Schedule 4.7(b5.5(c) Subsidiaries/Organization Schedule 5.7 Litigation Schedule 4.12 5.10 ERISA Benefit Plans Schedule 5.11 Environmental Matters Schedule 4.13 Intellectual Property 5.13 Insurance Schedule 4.15 Deposit Accounts and Securities Accounts 5.14 Hedging Agreements Schedule 4.17 5.15 Brokerage Fees Schedule 5.17 Production Contracts Schedule 5.18 Operating Costs Schedule 5.20 Material Contracts Schedule 4.19 5.22 Certain Marketing Agreements Schedule 5.25 DDAs Schedule 5.27 Indebtedness of Borrower and Subsidiaries Schedule 7.1 Permitted Other Indebtedness Schedule 4.30 Locations of Equipment 7.12 Permitted Other Investments Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT 7.13 Affiliate Transactions Xxxxxx Energy Loan Agreement LOAN AGREEMENT THIS CREDIT This LOAN AGREEMENT (this “Agreement”), is entered into as of June 3013, 2011, by among XXXXXX ENERGY RESOURCES, INC., a Tennessee corporation (together with its successors and among permitted assigns, “Borrower”), the lenders identified financial institutions listed on the signature pages hereof (each of such lendersfinancial institutions, together with their respective successors and permitted assigns, are hereinafter referred to hereinafter individually as a “Lender” and collectively as the “Lenders”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCEand GUGGENHEIM CORPORATE FUNDING, LLC, a Delaware limited liability company, as arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacitypermitted assigns, “Administrative Agent”), and UNIFY CORPORATION, a Delaware corporation (“Borrower”). The parties agree as follows:.
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 A Form of Notice of Advance Exhibit B Form of Notice of Conversion Continuation Exhibit C Form of Assignment and Acceptance Exhibit C-1 D Form of Compliance Certificate Exhibit C-2 E-1 Form of Credit Amount Certificate Revolving Note Exhibit L-1 E-2 Form of LIBOR Notice Term Note Exhibit F Form of Collateral Access Agreement Exhibit G Form of Solvency Certificate Schedule A-1 A Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 C Commitments Schedule D-1 D Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of BorrowerParent’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.7 Litigation Schedule 4.12 Environmental Matters Schedule 4.13 4.13(b) Registered Intellectual Property Schedule 4.13(c) Intellectual Property Licenses Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.18 Permitted Indebtedness Schedule 4.30 Locations of Equipment 4.19 Taxes Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 5.15 Post-Closing Matters Schedule 6.12 Transactions with Affiliates AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30August 13, 20112018, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”, as that term is hereinafter further defined), WXXXX FARGO XXXXX CAPITAL FINANCE, LLC, a Delaware limited liability company, as the administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), joint lead arranger and UNIFY CORPORATIONjoint bookrunner, TC LENDING, LLC, as joint lead arranger and joint bookrunner, LEGALAPP HOLDINGS, INC., a Delaware corporation (“Parent”), INTEGRATION APPLIANCE, INC., a Delaware corporation (“Borrower”). The parties agree as follows:, and the Guarantors from time to time party hereto.
Appears in 1 contract
Samples: Credit Agreement (Intapp, Inc.)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of U.S. Tax Compliance Certificate Exhibit B-2 Form of U.S. Tax Compliance Certificate Exhibit B-3 Form of U.S. Tax Compliance Certificate Exhibit B-4 Form of U.S. Tax Compliance Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Exhibit N-1 Form of Notice of Borrowing Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Liens Schedule P-2 Permitted Liens Holders Schedule R-1 Real Property Collateral Schedule 1.1 Definitions 2.7(a) Cash Management Banks Schedule 3.1 Conditions Precedent 5.5 Locations of Inventory and Equipment Schedule 3.1(v5.7(a) Mortgage Policy States of Organization Schedule 3.6 Conditions Subsequent 5.7(b) Chief Executive Offices Schedule 4.1(b5.7(c) Capitalization of Borrower Organizational Identification Numbers Schedule 4.1(c5.7(d) Commercial Tort Claims Schedule 5.8(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a5.8(d) States Subscriptions, Options, Warrants or Calls Relating to Shares of Organization Borrower’s Subsidiaries’ Capital Stock Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 5.10 Litigation Schedule 4.12 5.14 Environmental Matters Schedule 4.13 5.16 Intellectual Property Schedule 4.15 5.18 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 5.20 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT 137020431v13 EXHIBIT A-1 FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT THIS CREDIT This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Assignment Agreement”), ) is entered into as of June 30, 2011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATION, a Delaware corporation 20 between (“BorrowerAssignor”) and (“Assignee”). The parties agree as follows:Reference is made to the Agreement described in Annex I hereto (the “Credit Agreement”). All initially capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit C-1 Form of Compliance Certificate Exhibit C-2 J-1 Form of Credit Amount Certificate Joinder Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s 's Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral P-3 Permitted Indebtedness Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers' Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property 4.14 Closing Date Indebtedness Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 4.22 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Reports and Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into as of June 30May 4, 20112018, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “"Lender”", as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “"Agent”"), and UNIFY CORPORATIONMODEL N, INC., a Delaware corporation (“a "Borrower”" or "Model N"), and those additional Persons that are joined as a party hereto by executing the form of Joinder attached hereto as Exhibit J-1 (each a "Borrower" and individually and collectively, jointly and severally, as "Borrowers"). The parties agree as follows:
Appears in 1 contract
Samples: Credit Agreement (Model N, Inc.)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 J-1 Form of Credit Amount Certificate Joinder Exhibit L-1 P-1 Form of LIBOR Notice Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Existing Letters of Credit Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.10 Employee Benefits Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations 4.25 Location of Equipment Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into as of June 30August 2, 2011, 2017 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Provider (in such capacity, together with its successors and assigns in such capacity, “Agent”), as sole Lead Arranger (in such capacity, together with its successors and UNIFY CORPORATIONassigns in such capacity, the “Lead Arranger”), Book Runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), syndication agent (in such capacity, together with is successors and assigns in such capacity, the “Syndication Agent”), and Documentation Agent (in such capacity, together with its successors and assigns in such capacity, the “Documentation Agent”), KINERGY MARKETING LLC, an Oregon limited liability company (“Kinergy”), PACIFIC AG. PRODUCTS, LLC, a Delaware corporation California limited liability company (“Pacific Ag”), and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”). The parties agree as follows:
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form A-1Form of Assignment and Acceptance Exhibit C-1 Form B-1Form of Borrowing Base Certificate Exhibit B-2Form of German Borrowing Base Certificate Exhibit B-3Form of Bank Product Provider Agreement Exhibit C-1Form of Compliance Certificate Exhibit C-2 Form L-1Form of Credit Amount Non-Base Rate Notice Exhibit P-1Form of Perfection Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s A-1Agent's Account Schedule A-2 Authorized A-2Authorized Persons Schedule C-1 Commitments C-1Commitments Schedule D-1 Designated D-1Designated Account Schedule P-1 Permitted P-1Permitted Investments Schedule P-2 Permitted P-2Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions 3.1Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions 3.6Conditions Subsequent Schedule 4.1(b) Capitalization 4.1(b)Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization 4.1(c)Capitalization of Borrower’s Borrowers' Subsidiaries Schedule 4.6(a) States of Organization 4.1(d)Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices 4.6Litigation Schedule 4.6(c) Organizational Identification Numbers 4.10Employee Benefits Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental 4.11Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted 4.14Permitted Indebtedness Schedule 4.30 Locations 4.25Location of Equipment Inventory Schedule 5.1 Financial 5.1Financial Statements, Reports, Certificates Schedule 5.2 Collateral 5.2Collateral Reporting Schedule 6.6 Nature 6.5Nature of Business Schedule 6.10Affiliate Transaction CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “"Agreement”"), is entered into as of June 30April 20, 20112021, by and among the lenders identified on the signature pages hereof hereto (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “"Lender”", as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “"Agent”"), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as lead arranger (in such capacity, together with its successors and UNIFY CORPORATIONassigns in such capacity, the "Lead Arranger"), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sole book runner (in such capacity, together with its successors and assigns in such capacity, the "Sole Book Runner"), KRONOS WORLDWIDE, INC., a Delaware corporation (“"Worldwide" ), KRONOS LOUISIANA, INC., a Delaware corporation ("Kronos Louisiana" ), KRONOS (US), INC., a Delaware corporation ("Kronos US"; together with Worldwide and Kronos Louisiana, are referred to hereinafter each individually as a "US Borrower”", and individually and collectively, jointly and severally, as the "US Borrowers"), KRONOS CANADA, INC., a Canadian corporation ("Canadian Borrower"), KRONOS EUROPE NV, a public limited <liability >company (naamloze vennootschap / société anonyme) ("Belgian Borrower") and KRONOS TITAN GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) ("German Borrower"; together with US Borrowers, Canadian Borrower and Belgian Borrower, are referred to hereinafter each individually as a "Borrower", and individually and collectively as the "Borrowers"). The parties agree as follows:
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Existing Credit Facilities Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 Legal Predecessors of Borrowers Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(a) Litigation – Material Adverse Change Schedule 4.7(b) Litigation Schedule 4.11 Employee Benefits Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory and Equipment Schedule 4.31 ERISA Matters Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business Schedule 6.12 Agreements – Transactions with Affiliates AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 3018, 20112013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONJXXX XXXXXX HOLDINGS CORP., a Delaware corporation (“Parent”) and the Subsidiaries of Parent identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:.
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Joinder Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR LIBORSOFR Notice Exhibit P-1 Form of Perfection Certificate Exhibit S-1 Form of Solvency Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral E-1 Existing Letters of Credit Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) 4.17 Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s and Subsidiaries Schedule 4.6(a) States 4.25 Location of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts Inventory, Equipment and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Rolling Stock Schedule 5.2 Collateral Reporting Schedule 5.17 Location of Chief Executive Offices Schedule 6.1 Existing Indebtedness Schedule 6.2 Existing Liens Schedule 6.6 Nature of Business Existing Investments Schedule 6.7(v) Contemplated Dispositions Schedule 6.8 Transactions with Affiliates AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30January 28, 20112021, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”) and as sole lead arranger and sole bookrunner (the “Lead Arranger”), XXXXX FARGO CAPITAL FINANCE (UK) LIMITED, a private limited company incorporated and UNIFY CORPORATIONregistered under the laws of England and Wales with company number 02656007, as security agent and trustee for the Secured Parties (as defined below) (in such capacity, together with its successors and assigns in such capacity, “UK Security Agent”), INDUSTREA ACQUISITION CORP., a Delaware corporation (“Industrea”), CONCRETE PUMPING HOLDINGS, INC. (FORMERLY KNOWN AS CONCRETE PUMPING HOLDINGS ACQUISITION CORP.), a Delaware corporation (“Holdings”), CONCRETE PUMPING INTERMEDIATE ACQUISITION CORP., a Delaware corporation (“Intermediate Holdings”), CONCRETE PUMPING INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“CP Holdings LLC”), XXXXXXXX-XXXX CONCRETE PUMPING HOLDINGS, INC. (FORMERLY KNOWN AS CONCRETE PUMPING HOLDINGS, INC. AND AS SUCCESSOR BY MERGER TO CONCRETE PUMPING MERGER SUB INC.), a Delaware corporation (“BBCPH”), XXXXXXXX-XXXX CONCRETE PUMPING, INC., a Colorado corporation (“Xxxxxxxx Pumping”), ECO-PAN, INC., a Colorado corporation (“Eco-Pan US”), CAPITAL PUMPING, LP, a Texas limited partnership (“Capital Pumping”; and together with BBCPH, Xxxxxxxx Pumping, Eco-Pan US, and each other Person that from time to time that becomes party hereto as a US Borrower in accordance with the terms hereof by executing the form of Joinder Agreement attached hereto as Exhibit B-2, each individually, a “US Borrower”, and collectively, jointly and severally, the “US Borrowers”). The parties agree , CAMFAUD CONCRETE PUMPS LIMITED, a private limited company incorporated and registered under the laws of England and Wales with company number 02635232 (“Camfaud Concrete”) and PREMIER CONCRETE PUMPING LIMITED, a private limited company incorporated and registered under the laws of England and Wales with company number 01714938 (“Premier Concrete”, and together Camfaud Concrete, and each other Person that from time to time that becomes party hereto as follows:a UK Borrower in accordance with the terms hereof by executing the form of Joinder Agreement attached hereto as Exhibit B-2, each individually, a “UK Borrower”, and collectively, jointly and severally, the “UK Borrowers; the US Borrowers and the UK Borrowers are hereinafter referred to each individually as a “Borrower” and collectively as the “Borrowers”).
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Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit C-1 Form of Compliance Certificate Exhibit C-2 I-1 Form of Credit Amount IP Reporting Certificate Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Exhibit T-1 Form of U.S Tax Compliance Certificate (Section 16.2(a)(i)) Exhibit T-2 Form of U.S Tax Compliance Certificate (Section 16.2(a)(iv) – option 1) Exhibit T-3 Form of U.S Tax Compliance Certificate (Section 16.2(a)(iv) – option 2) Exhibit T-4 Form of U.S Tax Compliance Certificate (Section 16.2(a)(iv) – option 3) Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations of Equipment 4.24 Privacy and Information Security Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30March 29, 20112018, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONASURE SOFTWARE, INC., a Delaware corporation (“Borrower”). The parties agree as follows:.
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Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Joinder Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Exhibit S-1 Form of Solvency Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral E-1 Existing Letters of Credit Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) 4.17 Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s and Subsidiaries Schedule 4.6(a) States 4.25 Location of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts Inventory, Equipment and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Rolling Stock Schedule 5.2 Collateral Reporting Schedule 5.17 Location of Chief Executive Offices Schedule 6.1 Existing Indebtedness Schedule 6.2 Existing Liens Schedule 6.6 Nature of Business Existing Investments Schedule 6.7(v) Contemplated Dispositions Schedule 6.8 Transactions with Affiliates AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30January 28, 20112021, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”) and as sole lead arranger and sole bookrunner (the “Lead Arranger”), XXXXX FARGO CAPITAL FINANCE (UK) LIMITED, a private limited company incorporated and UNIFY CORPORATIONregistered under the laws of England and Wales with company number 02656007, as security agent and trustee for the Secured Parties (as defined below) (in such capacity, together with its successors and assigns in such capacity, “UK Security Agent”), INDUSTREA ACQUISITION CORP., a Delaware corporation (“Industrea”), CONCRETE PUMPING HOLDINGS, INC. (FORMERLY KNOWN AS CONCRETE PUMPING HOLDINGS ACQUISITION CORP.), a Delaware corporation (“Holdings”), CONCRETE PUMPING INTERMEDIATE ACQUISITION CORP., a Delaware corporation (“Intermediate Holdings”), CONCRETE PUMPING INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“CP Holdings LLC”), XXXXXXXX-XXXX CONCRETE PUMPING HOLDINGS INC. (FORMERLY KNOWN AS CONCRETE PUMPING HOLDINGS, INC. AND AS SUCCESSOR BY MERGER TO CONCRETE PUMPING MERGER SUB INC.), a Delaware corporation (“BBCPH”), XXXXXXXX-XXXX CONCRETE PUMPING, INC., a Colorado corporation (“Xxxxxxxx Pumping”), ECO-PAN, INC., a Colorado corporation (“Eco-Pan US”), CAPITAL PUMPING, LP, a Texas limited partnership (“Capital Pumping”; and together with BBCPH, Xxxxxxxx Pumping, Eco-Pan US, and each other Person that from time to time that becomes party hereto as a US Borrower in accordance with the terms hereof by executing the form of Joinder Agreement attached hereto as Exhibit B-2, each individually, a “US Borrower”, and collectively, jointly and severally, the “US Borrowers”). The parties agree , CAMFAUD CONCRETE PUMPS LIMITED, a private limited company incorporated and registered under the laws of England and Wales with company number 02635232 (“Camfaud Concrete”) and PREMIER CONCRETE PUMPING LIMITED, a private limited company incorporated and registered under the laws of England and Wales with company number 01714938 (“Premier Concrete”, and together Camfaud Concrete, and each other Person that from time to time that becomes party hereto as follows:a UK Borrower in accordance with the terms hereof by executing the form of Joinder Agreement attached hereto as Exhibit B-2, each individually, a “UK Borrower”, and collectively, jointly and severally, the “UK Borrowers; the US Borrowers and the UK Borrowers are hereinafter referred to each individually as a “Borrower” and collectively as the “Borrowers”).
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Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts 4.14 Indebtedness Schedule 4.19 Permitted Indebtedness Employee and Labor Matters Schedule 4.30 4.24 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 5.14 Chief Executive Offices Schedule 5.16 Post-Closing Matters Schedule 6.5 Nature of Business Schedule 6.10 Transactions with Affiliates -- \40023676.15 CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30August 24, 20112012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and UNIFY CORPORATIONPNC BANK, NATIONAL ASSOCIATION, a national banking association, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as joint book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Book Runners”), PNC BANK, NATIONAL ASSOCIATION, a national banking association, as syndication agent (in such capacity, together with its successors and assigns in such capacity, the “Syndication Agent”), USA TRUCK, INC., a Delaware corporation (“USA Truck”), and the Subsidiaries of USA Truck identified on the signature pages hereof or otherwise joined from time to time hereto as a borrower (such Subsidiaries, together with USA Truck, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:
Appears in 1 contract
Samples: Credit Agreement (Usa Truck Inc)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Exhibit J-1 Form of Joinder Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations 4.24 Location of Equipment Inventory and M&E Schedule 4.27 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business Schedule 6.14 Consignments CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into as of June 30January 1, 20112016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sole lead arranger (in such capacity, together with its successors and UNIFY assigns in such capacity, the “Sole Lead Arranger”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sole book runner (in such capacity, together with its successors and assigns in such capacity, the “Sole Book Runner”), DIGIRAD CORPORATION, a Delaware corporation (“Digirad”), the Subsidiaries of Digirad identified on the signature pages hereof as “Borrowers”, and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (each, a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:
Appears in 1 contract
Samples: Credit Agreement (Digirad Corp)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate D-1 Business Plan Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s 's Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions 2.7 Cash Management Banks and Accounts Schedule 3.1 Conditions Precedent 5.5 Locations of Inventory and Equipment Schedule 3.1(v5.8(a) Mortgage Policy Good Standing Schedule 3.6 Conditions Subsequent Schedule 4.1(b5.8(b) Capitalization of Borrower Schedule 4.1(c5.10(a) Capitalization of Borrower’s Subsidiaries Litigation Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d5.10(b) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 5.14 Environmental Matters Schedule 4.13 5.16 Intellectual Property Schedule 4.15 5.18 Demand Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts 5.19 Credit Card Processors Schedule 4.19 5.20 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 6.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT 7.22 Minimum Excess Availability and Retail Covenants LOAN AND SECURITY AGREEMENT THIS CREDIT LOAN AND SECURITY AGREEMENT (this “"Agreement”), ") is entered into as of June 30April 9, 2011, 2002 by and among among, on the one hand, the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “"Lender”, " and collectively as that term is hereinafter further definedthe "Lenders"), WXXXX WELLS FARGO CAPITAL RETAIL FINANCE, LLC, a Delaware limited liability companyas the arranger, as collateral agent xxx administrative agent for the Lenders and any other holder of Obligations referred to below (in such capacity, together with its successors and assigns in such capacity, “"Agent”"), and UNIFY CORPORATIONand, a Delaware on the other hand, FACTORY CARD OUTLET OF AMERICA LTD., an Illinois corporation (“"Borrower”"). The parties agree as follows:
Appears in 1 contract
Samples: Loan and Security Agreement (Factory Card Outlet Corp)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-2 Existing Letters of Credit Schedule E-3 Concentration Limits Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations 4.19 Employee and Labor Matters Schedule 4.24 Location of Equipment Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 5.16 Post-Closing Matters CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30July 11, 20112013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and permitted assigns in such capacity, “Agent”), WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Lead Arranger”), WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), BMO HXXXXX BANK N.A., a national banking association, as syndication agent (in such capacity, together with its successors and assigns in such capacity, the “Syndication Agent”), and UNIFY ACCURIDE CORPORATION, a Delaware corporation (“Accuride”), and the Subsidiaries of Accuride identified on the signature pages hereof (such Subsidiaries, together with Accuride, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:
Appears in 1 contract
Samples: Credit Agreement (Accuride Corp)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 I Form of Credit Amount Certificate Intercompany Subordination Agreement Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 2.7(a) Cash Management Banks Schedule 3.1 Conditions Precedent Schedule 3.1(v4.5 Locations of Inventory and Equipment Schedule 4.7(a) Mortgage Policy States of Organization Schedule 3.6 Conditions Subsequent 4.7(b) Chief Executive Offices Schedule 4.1(b4.7(c) Organizational Identification Numbers Schedule 4.7(d) Commercial Tort Claims Schedule 4.8(b) Capitalization of Borrower Schedule 4.1(c4.8(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a4.8(d) States Subscriptions, Options, Warrants, or Calls for the Purchase of Organization Stock of Borrower Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.10 Litigation Schedule 4.12 4.14 Environmental Matters Schedule 4.13 4.15 Intellectual Property Schedule 4.15 4.17 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment 4.20 Material Contracts Schedule 5.1 5.2 Collateral Reporting Schedule 5.3 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT 5.15 Securities Accounts and Deposit Accounts Not Subject to Control Agreement SECURITY AGREEMENT THIS CREDIT This SECURITY AGREEMENT (this “Agreement”)) is made this 25th day of October, is entered into as of June 302004, 2011, by and among the lenders identified Grantors listed on the signature pages hereof and those additional entities that hereafter become parties hereto by executing the form of Supplement attached hereto as Annex 1 (collectively, jointly and severally, “Grantors” and each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a individually “LenderGrantor”, as that term is hereinafter further defined), WXXXX and XXXXX FARGO CAPITAL FINANCEFOOTHILL, LLCINC., a Delaware limited liability company, in its capacity as administrative agent for the Lenders Lender Group and the Bank Product Provider (in such capacity, together with its successors and assigns in such capacitysuccessors, “Agent”), and UNIFY CORPORATION, a Delaware corporation (“Borrower”). The parties agree as follows:.
Appears in 1 contract
Samples: Credit Agreement (Infocus Corp)
Exhibits and Schedules. Exhibit A-1 — Form of Assignment and Acceptance Exhibit B-1 — Form of Borrowing Base Certificate Exhibit C-1 — Form of Compliance Certificate Exhibit C-2 G-1 — Amended and Restated Disclosure Schedules to Guaranty and Security Agreement Exhibit S-1 — Form of Credit Amount Certificate SOFR Notice Exhibit L-1 P-1 — Form of LIBOR Notice Perfection Certificate Schedule A-1 — Agent’s Account Schedule A-2 — Authorized Persons Schedule C-1 — Commitments Schedule D-1 — Designated Account Schedule P-1 — Permitted Investments Schedule P-2 — Permitted Liens Schedule R-1 — Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 — Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 — Conditions Subsequent Schedule 4.1(b4.1 (b) — Capitalization of Borrower Borrowers Schedule 4.1(c) — Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization — Subscriptions, Options, Warrants, Calls Schedule 4.6(b4.6 Schedule 14.10(b) Chief Executive Offices — — Litigation Canadian Employee Plan Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 — Environmental Matters Schedule 4.13 4.14 — Permitted Indebtedness Schedule 4.24 — Location of Inventory Schedule 4.29 — Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 — Financial Statements, Reports, Certificates Schedule 5.2 — Collateral Reporting Schedule 6.6 6.5 — Nature of Business AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30July 27, 20112018, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association (“Xxxxx Fargo”), as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), the financial institutions who are or hereafter become parties to this Agreement as lenders (together with Xxxxx Fargo, collectively the “Lenders”, and UNIFY each individually, a “Lender”), SEASPINE HOLDINGS CORPORATION, a Delaware corporation (“Parent”), PROJECT MAPLE LEAF HOLDINGS ULC, an unlimited liability company organized under the laws of British Columbia (“Maple Leaf”; together with Parent, individually and collectively “Guarantor”), SEASPINE ORTHOPEDICS CORPORATION, a Delaware corporation (“SeaSpine Orthopedics“), SEASPINE, INC., a Delaware corporation (“SeaSpine Inc.”), ISOTIS, INC., a Delaware corporation (“IsoTis Inc.”), SEASPINE SALES LLC, a Delaware limited liability company (“SeaSpine Sales”), THEKEN SPINE, LLC, an Ohio limited liability company (“Theken Spine”), ISOTIS ORTHOBIOLOGICS, INC., a Washington corporation (“IsoTis OrthoBiologics”), SEASPINE ORTHOPEDICS INTERMEDIATECO, INC., a Delaware corporation (“SeaSpine Ortho Intermediate”), 7D SURGICAL USA INC., a Delaware corporation (“7D USA”), 7D SURGICAL ULC, an unlimited liability company organized under the laws of British Columbia (“7D Canada”; together with SeaSpine Orthopedics, SeaSpine Inc., IsoTis Inc., Theken Spine, SeaSpine Sales, IsoTis OrthoBiologics, SeaSpine Ortho Intermediate and 7D USA are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:.
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 J-1 Form of Credit Amount Certificate Joinder Exhibit L-1 Form of LIBOR LIBORSOFR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule C-2 Customs Brokers Schedule D-1 Designated Account Schedule D-2 Designated Subsidiary Guarantors Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Loan Parties Schedule 4.1(c) Capitalization of Borrower’s Loan Parties’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations 4.25 Location of Equipment Inventory Schedule 4.27 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 6.12 Parent Intellectual Property CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into as of June 30March 15, 2011, 2021 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, (“Xxxxx Fargo”), as administrative and collateral agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONCPI CARD GROUP INC., a Delaware corporation (“BorrowerParent”), CPI CG Inc., a Delaware corporation (“CPI CG”) and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1. The parties agree as follows:
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Exhibit J-1 Form of Joinder Exhibit P-1Exhibit S-1 Form of Perfection Certificate Form of Solvency Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Existing Letters of Credit Schedule P-1 Permitted Investments Schedule P-2 P-2Schedule 1.3 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions LiensList of SPE Propcos Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Loan Parties Schedule 4.1(c) Capitalization of Borrower’s Loan Parties’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.10 Pension Plans and Multiemployer Plans Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property 4.14(a)Schedule 4.14(b) Permitted Surviving Indebtedness Permitted Indebtedness other than Permitted Surviving Indebtedness Schedule 4.15 Deposit Accounts 4.25 Location of Inventory and Securities Accounts Equipment Schedule 4.17 4.27(a) Material Cedar Creek Acquisition Documents Schedule 4.28 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 5.17 Fiscal Year, Quarter and Month Ending Dates Schedule 6.5 Nature of Business AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into as of June 30April 13, 2011, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCEXxxxx Fargo Bank, LLCNational Association, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), Xxxxx Fargo Bank, National Association, a national banking association, and UNIFY CORPORATIONBank of America, N.A., a national banking association (“Bank of America”), as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), Xxxxx Fargo Bank, National Association, a national banking association, and Bank of America, as joint book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Book Runners”), Bank of America, as syndication agent (in such capacity, together with their successors and assigns in such capacity, the “Syndication Agent”), BlueLinx Holdings Inc., a Delaware corporation (“Parent”), BlueLinx Corporation, a Georgia corporation (“BlueLinx”), BlueLinx Florida LP, a Florida limited partnership (“BFLP”), Cedar Creek LLC, a Delaware limited liability company (“Cedar Creek LLC”), Cedar Creek Corp., a Delaware corporation (“Cedar Creek Corp.”), Astro Buildings Inc., a Delaware corporation (“Astro Buildings”), Lake States Lumber, Inc., a Minnesota corporation (“Lake States” and, together with Parent, BlueLinx, BFLP, Cedar Creek LLC, Cedar Creek Corp, Astro Buildings and Lake States, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers” as hereinafter further defined) and BlueLinx Florida Holding No. 1 Inc., a Georgia corporation (“BFH1”), BlueLinx Florida Holding No. 2 Inc., a Georgia corporation (“BFH2”), Cedar Creek Holdings Inc., a Delaware corporation as the successor corporation of the Cedar Creek Merger (as hereinafter defined) (“Cedar Creek Holdings”), Panther Merger Sub, Inc., a Delaware corporation (“Panther Merger Sub”), Venture Development and Construction, LLC, an Oklahoma limited liability company (“VDC”), and each of the SPE Propcos (as hereinafter defined) signatory party hereto (and together with XXX0, XXX0, Cedar Creek Holdings, Panther Merger Sub, and VDC, each a “Guarantor” and individually and collectively, jointly and severally, “Guarantors” as hereinafter further defined). The parties agree as follows:
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 A - Form of Note Exhibit B - Form of Authorization Letter Exhibit C - Form of Monthly Borrowing Base Certificate Exhibit D - [Intentionally Omitted] Exhibit E - Form of Security and Pledge Agreement Exhibit F - Form of Solvency Certificate Exhibit G - Form of Assignment and Acceptance Exhibit C-1 H - Form of Compliance Certificate Exhibit C-2 I - Form of Credit Amount Weekly Collateral Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 2.01(a) - Lenders and Commitments Schedule D-1 Designated Account 2.17 - Indebtedness to be Refinanced Schedule P-1 Permitted Investments 4.01(b) - Foreign Jurisdictions Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 5.04 - Litigation Schedule 4.12 5.07 - Outstanding Indebtedness Schedule 5.09 - Pension Plans Schedule 5.10 - Subsidiaries and Affiliates; Capitalization Schedule 5.11 - Properties Schedule 5.14 - Labor and Employment Matters Schedule 5.16 - Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities 5.19 - Bank Accounts Schedule 4.17 Material Contracts 7.01 - New Hampshire Transfer Schedule 4.19 7.05 - Outstanding Liens Schedule 7.06 - Transactions with Affiliates Schedule 7.11 - Certain Indebtedness Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business to Remain Outstanding CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into dated as of June 30August 12, 20112002 among Huttig Building Products, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCE, LLCInc., a Delaware limited liability companycorporation ("HUTTIG"), the domestic subsidiaries of Huttig party hereto (the "DOMESTIC SUBSIDIARIES"), as joint and several borrowers, the Guarantors from time to time party hereto, the Lenders from time to time party hereto, X.X. Xxxxxx Business Credit Corp., as Advisor, JPMorgan Chase Bank, as administrative and collateral agent for the Lenders (in such capacities, together with its successors in such capacities, the "AGENT") and as Issuing Bank, Bank of America, N.A. , as syndication agent (in such capacity, together with its successors and assigns in such capacity, “Agent”the "SYNDICATION AGENT") LaSalle Bank National Association, as a managing agent, General Electric Capital Corporation, as a managing agent (each in such capacity, together with its successors in such capacity, a "MANAGING AGENT"), Transamerica Business Capital Corporation, as co-agent (in such capacity together with its successors in such capacity (the "CO-AGENT"), and UNIFY CORPORATIONCongress Financial Corporation, a Delaware corporation as Documentation Agent (“Borrower”in such capacity, together with its successors in such capacity, the "DOCUMENTATION AGENT"; and together with the Syndication Agent, the "OTHER AGENTS"). The parties agree as follows:.
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Applicable Accounts Schedule A-2 Authorized Persons Schedule C-1 Commitments and Applicable Designees Schedule C-2 Non-Wholly Owned Loan Parties Schedule D-1 Dutch Designated Account and UK Designated Account Schedule D-2 US Designated Account Schedule G-1 German Designated Account Schedule G-2 German Primary Account Debtor Concentration Limits Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 1.1A Mandatory Costs Schedule 2.17(a) US Deposit Accounts Schedule 2.17(b) Dutch Deposit Accounts Schedule 2.17(c) German Deposit Accounts Schedule 2.17(d) UK Deposit Accounts Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries US Borrower Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants and Calls Schedule 4.6(b) Litigation Schedule 4.11 Environmental Matters Schedule 4.14 Permitted Indebtedness Schedule 4.23 Location of Tangible Property and Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30May 7, 20112012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCN.A., a Delaware limited liability companynational banking association, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), as lead arranger (in such capacity, together with their successors and UNIFY CORPORATIONassigns in such capacity, the “Lead Arranger”), as sole book runner (in such capacity, together with its successors and assigns in such capacity, the “Sole Book Runner”), as UK security trustee (in such capacity, together with its successors and assigns in such capacity, the “UK Security Trustee”), CIBER, INC., a Delaware corporation (the “US Borrower”), CIBER UK LTD., a limited company incorporated in England and Wales with company number 02623681 (“CIBER UK”), CIBER EUROPE LIMITED, a limited company incorporated in England and Wales with company number 02904897 (“CIBER Europe”; together with CIBER UK, each a “UK Borrower” and collectively, “UK Borrowers”), CIBER INTERNATIONAL B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands (“CIBER International”), CIBER NEDERLAND B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands (“CIBER Nederland” together with CIBER International, each a “Dutch Borrower” and collectively, the “Dutch Borrowers”), CIBER HOLDING GMBH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany (“CIBER Holding Germany”), TOPCONTRACTS GMBH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany (“topcontracts Germany”), CIBER AG, an Aktiengesellschaft organized under the laws of Germany (“CIBER AG”), and CIBER MANAGED SERVICES GMBH, a Gesellschaft mit beschränkter Haftung organized under the laws of Germany (“CIBER Managed Services” and collectively with CIBER Holding Germany, topcontracts Germany and CIBER AG, each a “German Borrower” and collectively, the “German Borrowers”). UK Borrowers, Dutch Borrowers and German Borrowers are referred to hereinafter each individually as a “European Borrower” and collectively as the “European Borrowers”. US Borrower and European Borrowers are referred to hereinafter each individually as a “Borrower” and collectively as “Borrowers”. The parties agree as follows:
Appears in 1 contract
Samples: Credit Agreement (Ciber Inc)
Exhibits and Schedules. Exhibit A-1 A‑1 Form of Assignment and Acceptance Exhibit C-1 B-1 Form of Borrowing Base Certificate Exhibit C‑1 Form of Compliance Certificate Exhibit C-2 LS-1 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR LIBORSOFR Notice Schedule A-1 Agent’s Account A‑1 Excluded Accounts Schedule A-2 Authorized Persons Schedule C-1 C‑1 Commitments Schedule D-1 Designated Account E‑1 Eligible Inventory Locations Schedule P-1 P‑1 Permitted Liens Schedule P‑2 Permitted Dispositions Schedule 2.7(a) Cash Management Banks Schedule 2.7(b) Wire Instructions Schedule 3.2 Collateral Access Locations Schedule 5.5 Locations of Inventory and Equipment Schedule 5.7 Chief Executive Office; FEIN Schedule 5.8(b) Capitalization of Loan Parties Schedule 5.8(c) Capitalization of Loan Parties' Subsidiaries Schedule 5.10 Litigation Schedule 5.14 Environmental Matters Schedule 5.16 Intellectual Property Schedule 5.18 Demand Deposit Accounts Schedule 5.20 Permitted Indebtedness Schedule 7.13 Other Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT 7.14 Transactions with Affiliates THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS CREDIT THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “"Agreement”"), is entered into as of June 30January 17, 20112017 (the "Restatement Effective Date"), by between and among among, on the one hand, the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “"Lender”, " and collectively as that term is hereinafter further definedthe "Lenders"), WXXXX FARGO CAPITAL FINANCE, LLC, a Delaware California limited liability company, as successor in interest to Wxxxx Fargo Capital Finance, Inc. ("WFCF"), as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “the "Agent”"), and UNIFY CORPORATIONand, on the other hand, LSB INDUSTRIES, INC., a Delaware corporation (“"Parent"), each of the Subsidiaries of Parent identified on the signature pages hereof as Borrowers (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a "Borrower”", and individually and collectively, jointly and severally, as "Borrowers"). The parties agree as follows:.
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Location of Inventory and Farm Products Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices 4.3 Governmental Consents Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.10 Employee Benefits Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations 4.23 Location of Equipment Inventory and Farm Products Schedule 4.26 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30November 18, 20112015, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as the sole arranger (in such capacity, together with its successors and UNIFY CORPORATIONassigns in such capacity, the “Arranger”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as the sole book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), INVENTURE FOODS, INC., a Delaware corporation (the “Parent Borrower”), and the Subsidiaries of the Parent Borrower identified on the signature pages hereof (such Subsidiaries, together with the Parent Borrower, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as “Borrowers”). The parties agree as follows:
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Seasonal Borrowing Period Notice Exhibit C-1 Form of Compliance Certificate Exhibit C-2 D Form of Credit Amount Certificate DDA Notification Exhibit L-1 Form of LIBOR Notice Exhibit M Form of Borrowing Base Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule F-1 Freight Forwarders Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral 2.8(a) Cash Management Banks Schedule 1.1 Definitions 5.4 Locations of Inventory Schedule 3.1 Conditions Precedent 5.6(a) States of Organization Schedule 3.1(v5.6(b) Mortgage Policy Chief Executive Offices Schedule 3.6 Conditions Subsequent 5.6(c) XXXXx Schedule 4.1(b5.7(b) Capitalization of Borrower Schedule 4.1(c5.7(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 5.9 Litigation Schedule 4.12 5.13 Environmental Matters Schedule 4.13 5.17 Deposit Accounts Schedule 5.19 Permitted Indebtedness Schedule 5.20 Credit Card Processors Schedule 5.23 Investment Property Schedule 5.24 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 6.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT 7.10 Investments Schedule 7.11 Transactions with Affiliates LOAN, GUARANTY AND SECURITY AGREEMENT THIS CREDIT LOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), is entered into as of June 30February 20, 20112009, by and among among, on the one hand, the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO BANK, NATIONAL ASSOCIATION (successor by merger to Xxxxx Fargo Retail Finance, LLC), as that term is hereinafter further definedadministrative agent for the Lenders and joint lead arranger (“Agent”), WXXXX FARGO and CIT CAPITAL FINANCE, SECURITIES LLC, a Delaware limited liability company, as administrative syndication agent for and as joint lead arranger, and, on the Lenders (in such capacityother hand, together with its successors and assigns in such capacityGORDMANS, “Agent”), and UNIFY CORPORATIONINC., a Delaware corporation (“Borrower”) and the Guarantors identified on the signature pages hereof (together with Borrower, the “Credit Parties” and each individually as a “Credit Party”). The parties agree as follows:
Appears in 1 contract
Samples: Loan, Guaranty and Security Agreement (Gordmans Stores, Inc.)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR LIBORSOFR Notice Schedule 1.1 Definitions Schedule A-1 Agent’s 's Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers' Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.10 ERISA Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations 4.23 Location of Equipment Collateral Schedule 4.26 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business FIFTH AMENDED AND RESTATED CREDIT AGREEMENT THIS FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “"Agreement”"), is entered into as of June 30May 10, 20112016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “"Lender”", as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “"Agent”"), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sole lead arranger (in such capacity, together with its successors and assigns in such capacity, the "Sole Lead Arranger"), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sole book runner (in such capacity, together with its successors and assigns in such capacity, the "Sole Book Runner"), DELTA APPAREL, INC., a Georgia corporation ("Delta"), X. X. XXXXX, LLC, a North Carolina limited liability company ("Soffe"), XXXXXX CITY CLOTHING COMPANY, a Georgia corporation formerly known as Junkfood Clothing Company ("Junkfood"), SALT LIFE, LLC, a Georgia limited liability company formerly known as To The Game, LLC ("Salt Life"), DTG2GO, LLC, a Georgia limited liability company formerly known as Art Gun, LLC ("Art Gun"), and UNIFY CORPORATIONeach Acquisition Subsidiary that is from time to time a Borrower under this Agreement (Delta, Soffe, Junkfood, Salt Life, Art Gun, and each such Acquisition Subsidiary being hereinafter collectively called "Borrowers" and individually a Delaware corporation (“"Borrower”"). The parties agree as follows:.
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 J-1 Form of Credit Amount Certificate Joinder Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property 4.14 Permitted Indebtedness Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 4.20 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations 4.25 Location of Equipment Books and Records Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business -vi- CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into as of June 30December 29, 20112017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association (“WFB”), as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), JPMORGAN CHASE BANK, N.A. (“JPM”), XXXXXX XXXXXXX SENIOR FUNDING, INC. (“MSSF”), and UNIFY CORPORATIONWFB, as joint lead arrangers (in such capacities, together with their respective successors and assigns in such capacity, individually, each, a “Joint Lead Arranger” and collectively, the “Joint Lead Arrangers”), JPM, MSSF, and WFB, as joint book runners (in such capacities, together with their respective successors and assigns in such capacity, individually, each, a “Joint Book Runner” and collectively, the “Joint Book Runners”), PANDORA MEDIA, INC., a Delaware corporation (“Pandora”), the Subsidiaries of Pandora identified on the signature pages hereof as “Borrowers”, and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (together with Pandora, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”). The parties agree as follows:
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Letter Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 G-1 Form of Credit Amount Certificate Guaranty Exhibit L-1 N-1 Form of LIBOR Notice Promissory Note Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-2 Existing Letters of Credit Schedule P-1 Permitted Investments Indebtedness Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral P-3 Permitted Transactions with Affiliates Schedule P-4 Permitted Contingent Obligations Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.7 Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 4.27 Locations of Inventory and Equipment Schedule 4.29 Surety Obligations Schedule 4.30 Restrictive Agreements Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 13.1(k) Initial Voting Participants 127044148_2 127255152_10 AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), ) is entered into as of June 30May 15, 20112015, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONtogether with BANK OF AMERICA, N.A., a national banking association, as joint lead arrangers (the “Lead Arrangers”) and as joint bookrunners (the “Bookrunners”), BANK OF AMERICA, N.A., a national banking association, as syndication agent (the “Syndication Agent”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as documentation agent (the “Documentation Agent”), BOISE CASCADE COMPANY, a Delaware corporation (“Boise Cascade”), BOISE CASCADE BUILDING MATERIALS DISTRIBUTION, L.L.C., a Delaware limited liability company (“Boise Materials Distribution”), and BOISE CASCADE WOOD PRODUCTS, L.L.C., a Delaware limited liability company (“Boise Wood Products”; together with Boise Cascade and Boise Materials Distribution, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). This Agreement refers to a Credit Agreement dated as of July 13, 2011, by and among Borrowers, the Lenders, and the Agent, as administrative agent (that agreement as amended, restated, supplemented, or otherwise modified before the date of this Agreement, the “Existing Credit Agreement”). The parties desire to amend and restate the Existing Credit Agreement as set forth in this Agreement. The parties agree as follows:
Appears in 1 contract
Samples: Credit Agreement (BOISE CASCADE Co)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral S-1 Specified Account Debtors Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent ED&F Man Biofuels UCC-1 Financing Statements Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 4.28 Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30December 23, 2011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONREG SERVICES GROUP, a Delaware corporation LLC, an Iowa limited liability company (“REG Services”), and REG MARKETING & LOGISTICS GROUP, LLC, an Iowa limited liability company (“REG Marketing”; together with REG Services, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:
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Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral 1.1 Definitions Schedule 1.1(i) Immaterial Subsidiaries Schedule 1.1(ii) Historical EBITDA Schedule 1.1 Definitions (iii) Historical Fixed Charges Schedule 1.1(iv) Spin Off Transactions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Loan Parties Schedule 4.1(c) Capitalization of Borrower’s Loan Parties’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations of Equipment 4.20 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 6.13 Restrictions Affecting Subsidiaries CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30, 20112014, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent and collateral agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and UNIFY CORPORATION[ ], a [ ], as joint lead arrangers and joint lead book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), [ ], a [ ], as syndication agent (in such capacity, together with its successors and assigns in such capacity, the “Syndication Agent”), [ ], a [ ], and [ ], a [ ], as co-documentation agents (in such capacity, together with their successors and assigns in such capacity, the “Co-Documentation Agents”), NOMAC DRILLING, L.L.C., an Oklahoma limited liability company (“NOMAC”), PERFORMANCE TECHNOLOGIES, L.L.C., an Oklahoma limited liability company (“PT”), GREAT PLANS OILFIELD RENTAL, L.L.C., an Oklahoma limited liability company (“GPOR”), XXXXXX TRUCKING COMPANY, L.L.C., (“Xxxxxx”), OILFIELD TRUCKING SOLUTIONS, L.L.C., an Oklahoma limited liability company (“OTS”, together with NOMAC, PT, GPOR, Xxxxxx and any other Person that at any time after the date hereof becomes a Borrower, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”, SEVENTY SEVEN ENERGY, INC., an Oklahoma corporation (“Parent”), SEVENTY SEVEN OPERATING LLC, an Oklahoma limited liability company (“SSO”), CHESAPEAKE OILFIELD FINANCE, Inc., a Delaware corporation (“BorrowerCOF”), MID-STATES OILFIELD SUPPLY LLC, an Oklahoma limited liability company (“MSOS”), KEYSTONE ROCK & EXCAVATION, L.L.C., an Oklahoma limited liability company (“KRE”), PTL PROP SOLUTIONS, L.L.C., an Oklahoma limited liability company (“PTL Prop”), WESTERN WISCONSIN SAND COMPANY, LLC, an Oklahoma limited liability company (“WWSC”, together with Parent, SSO, XXX, MSOS, KRE, PTL Prop, and any other Person that at any time after the date hereof becomes a Guarantor are referred to hereafter each individually as a “Guarantor” and individually and collectively, jointly and severally, as the “Guarantors”). The parties agree as follows:
Appears in 1 contract
Samples: Credit Agreement (Chesapeake Oilfield Operating LLC)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Joinder Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR SOFR Notice Exhibit P-1 Form of Perfection Certificate Exhibit S-1 Form of Solvency Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral E-1 Existing Letters of Credit Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) 4.17 Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s and Subsidiaries Schedule 4.6(a) States 4.25 Location of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts Inventory, Equipment and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Rolling Stock Schedule 5.2 Collateral Reporting Schedule 5.17 Location of Chief Executive Offices Schedule 6.1 Existing Indebtedness Schedule 6.2 Existing Liens Schedule 6.6 Nature of Business Existing Investments Schedule 6.7(v) Contemplated Dispositions Schedule 6.8 Transactions with Affiliates AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30January 28, 20112021, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association (“Xxxxx Fargo”), as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”) and as joint lead arranger and joint bookrunner, XXXXX FARGO CAPITAL FINANCE (UK) LIMITED, a private limited company incorporated and registered under the laws of England and Wales with company number 02656007, as security agent and trustee for the Secured Parties (as defined below) (in such capacity, together with its successors and assigns in such capacity, “UK Security Agent”), PNC BANK, NATIONAL ASSOCIATION, a national banking association, as a joint lead arranger and UNIFY CORPORATIONjoint bookrunner, BANK OF AMERICA, N.A., a national banking association (or any of its designated branch offices or affiliates), as a joint lead arranger (in such capacity, together with Xxxxx Fargo and PNC Bank, National Association in their respective capacities as joint lead arrangers, collectively, the “Joint Lead Arrangers”) and joint bookrunner, INDUSTREA ACQUISITION CORP., a Delaware corporation (“Industrea”), CONCRETE PUMPING HOLDINGS, INC. (FORMERLY KNOWN AS CONCRETE PUMPING HOLDINGS ACQUISITION CORP.), a Delaware corporation (“Holdings”), CONCRETE PUMPING INTERMEDIATE ACQUISITION CORP., a Delaware corporation (“Intermediate Holdings”), CONCRETE PUMPING INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (“CP Holdings LLC”), XXXXXXXX-XXXX CONCRETE PUMPING HOLDINGS, INC. (FORMERLY KNOWN AS CONCRETE PUMPING HOLDINGS, INC. AND AS SUCCESSOR BY MERGER TO CONCRETE PUMPING MERGER SUB INC.), a Delaware corporation (“BBCPH”), XXXXXXXX-XXXX CONCRETE PUMPING, INC., a Colorado corporation (“Xxxxxxxx Pumping”), ECO-PAN, INC., a Colorado corporation (“Eco-Pan US”), CAPITAL PUMPING, LP, a Texas limited partnership (“Capital Pumping”; and together with BBCPH, Xxxxxxxx Pumping, Eco-Pan US, and each other Person that from time to time that becomes party hereto as a US Borrower in accordance with the terms hereof by executing the form of Joinder Agreement attached hereto as Exhibit B-2, each individually, a “US Borrower”, and collectively, jointly and severally, the “US Borrowers”). The parties agree , CAMFAUD CONCRETE PUMPS LIMITED, a private limited company incorporated and registered under the laws of England and Wales with company number 02635232 (“Camfaud Concrete”) and PREMIER CONCRETE PUMPING LIMITED, a private limited company incorporated and registered under the laws of England and Wales with company number 01714938 (“Premier Concrete”, and together Camfaud Concrete, and each other Person that from time to time that becomes party hereto as follows:a UK Borrower in accordance with the terms hereof by executing the form of Joinder Agreement attached hereto as Exhibit B-2, each individually, a “UK Borrower”, and collectively, jointly and severally, the “UK Borrowers; the US Borrowers and the UK Borrowers are hereinafter referred to each individually as a “Borrower” and collectively as the “Borrowers”).
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Exhibit J-1 Form of Joinder Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 EBITDA Add-backs Schedule P-1 Permitted Investments Schedule P-2 Permitted Joint Ventures Schedule P-3 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property 4.14 Permitted Indebtedness Schedule 4.15 Deposit Accounts Taxes Schedule 4.18 Privacy and Securities Accounts Information Security Schedule 4.17 4.23 Material Contracts Schedule 4.19 Permitted Indebtedness 4.24 Convertible Notes Documents Schedule 4.30 Locations of Equipment 4.26(c) Health Care Matters Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business Schedule 6.13 Permitted Joint Venture Activities CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into as of June 30March 9, 20112017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONSHARECARE, INC., a Delaware corporation (“Parent”), the Subsidiaries of Parent identified on the signature pages hereof as “Borrowers”, and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”). The parties agree as follows:
Appears in 1 contract
Samples: Credit Agreement (Falcon Capital Acquisition Corp.)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit I-1 Form of IP Reporting Certificate Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule I-1 Immaterial Subsidiaries Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30May 13, 20112014, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONCALLIDUS SOFTWARE INC., a Delaware corporation (“Borrower”). The parties agree as follows:
Appears in 1 contract
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 J-1 Form of Credit Amount Certificate Joinder Agreement Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Exhibit T-1 Form of U.S. Tax Compliance Certificate Exhibit T-2 Form of U.S. Tax Compliance Certificate Exhibit T-3 Form of U.S. Tax Compliance Certificate Exhibit T-4 Form of U.S. Tax Compliance Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral U-1 Unrestricted Subsidiaries Schedule 1.1 Definitions Schedule 2.11 Existing Letters of Credit Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Parent Borrower’s Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations 4.24 Location of Equipment Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 6.1 Permitted Indebtedness CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30February 22, 2011, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), FTS INTERNATIONAL SERVICES, LLC, a Texas limited liability company (“OpCo Borrower”), and UNIFY CORPORATIONFTS INTERNATIONAL, INC., a Delaware corporation (“Parent Borrower,” together with the OpCo Borrower and those additional Persons that are joined as a party hereto by executing the form of Joinder attached hereto as Exhibit J-1, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:
Appears in 1 contract
Exhibits and Schedules. Exhibit 2.1 Form of Revolving Loan Note Exhibit 2.3 Form of Term Loan Note Exhibit 2.4(a) Form of Swing Loan Note Exhibit A-1 Form of Assignment and Acceptance Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Early Election Certificate Exhibit L-1 I-1 Form of LIBOR Notice IP Reporting Certificate Exhibit P-1 Form of Perfection Certificate Exhibit 3.1(o) Form of Financial Condition Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account C-2 Competitors Schedule I-1 Ineligible Institutions Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations 4.16 Payment of Equipment Taxes Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.1(d) Billing Systems Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business 074658.16087/126128822v.10 CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30November 7, 20112016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCEPNC BANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONLIVEVOX INTERMEDIATE LLC, a Delaware limited liability company (f/k/a LiveVox Holdings, Inc.) (“Parent”), LIVEVOX, INC., a Delaware corporation (“Borrower”), ENGAGE HOLDINGS, LLC, an Ohio limited liability company (“Engage Guarantor”), LIVEVOX INTERNATIONAL, INC., a Delaware corporation (“LiveVox International Guarantor”), SPEECHIQ, LLC, an Ohio limited liability company (“SpeechIQ Guarantor”, and together with LiveVox International Guarantor, the “Guarantors”). The parties agree as follows:
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Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 D-1 Form of Credit Amount Solvency Certificate Exhibit L-1 Form of LIBOR LIBORSOFR Notice Schedule 1.1 Definitions Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons [Reserved] Schedule C-1 Revolver Commitments Schedule D-1 Designated Account E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral P-3 [Reserved] Schedule 1.1 Definitions P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.1(v) Mortgage Policy Schedule 3.6 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 5.16 Deposit Accounts Schedule 5.17 Qualified Receivables Transaction ASSET-BASED REVOLVING CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into dated as of June 30March 13, 20112020, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCEBANK OF AMERICA, LLC, a Delaware limited liability companyN.A., as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONCLEVELAND-CLIFFS INC., a Delaware an Ohio corporation (“BorrowerParent”). The parties agree as follows:
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Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 J-1 Form of Credit Amount Certificate Joinder Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s 's Account Schedule A-2 Authorized Persons Schedule B-1 BRP/Navistar Project Cap Ex Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-2 Eligible Real Property Collateral Schedule E-3 Eligible Mexican Account Debtors Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers' Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.10 Employee Benefits Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations 4.25 Location of Equipment Inventory and M&E Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.5 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30October 27, 2011, 2020 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “"Lender”", as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION , a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “"Agent”"), WXXXX FARGO BANK, NATIONAL ASSOCIATION , a national banking association, as lead arranger (in such capacity, together with its successors and UNIFY CORPORATIONassigns in such capacity, the "Lead Arranger"), WXXXX FARGO BANK, NATIONAL ASSOCIATION , a national banking association, as book runner (in such capacity, together with its successors and assigns in such capacity, the "Book Runner"), CORE MOLDING TECHNOLOGIES, INC. , a Delaware corporation (“"CMT"), and those additional Persons, if any, that are joined as a party hereto by executing the form of Joinder attached hereto as Exhibit J-1 (each, a "Borrower”" and individually and collectively, jointly and severally, the "Borrowers"). The parties agree as follows:
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Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice D Budget Schedule A-1 Administrative Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Intentionally Omitted Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Post-Closing Items Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a4.1(d) States Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.8 Material Adverse Effect Schedule 4.11 Environmental Matters Schedule 4.14 Permitted Indebtedness Schedule 4.20 Material Contracts Schedule 4.24 Location of Organization Equipment Schedule 4.6(b) 4.26 Immaterial Subsidiaries Schedule 5.14 List of Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting 5.19 Milestones Schedule 6.6 6.5 Nature of Business DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT THIS DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT (this “Agreement”), is entered into as of June April 30, 20112017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCEWILMINGTON SAVINGS FUND SOCIETY, LLC, a Delaware limited liability companyFSB, as administrative agent for each member of the Lenders Lender Group (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), and UNIFY CORPORATIONNUVERRA ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation (“Borrower”). The parties agree as follows:.
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Samples: Term Loan Credit Agreement (Nuverra Environmental Solutions, Inc.)
Exhibits and Schedules. Exhibit A-1 Agreed Budget Exhibit A-2 Form of Assignment and Acceptance Exhibit C-1 Form of Compliance Certificate I-1 Interim Order Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons P-1 Plan Term Sheet Schedule C-1 Commitments Schedule D-1 Designated Account Schedule D-2 DIP Lenders’ Accounts Schedule I-1 Inactive Subsidiaries Schedule P-1 Permitted Investments Liens Schedule P-2 Permitted Senior Liens Schedule P-3 Pledged Companies Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy 4.5 Locations of Inventory and Equipment Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a4.7(a) States of Organization Schedule 4.6(b4.7(b) Chief Executive Offices Schedule 4.6(c4.7(c) Organizational Identification Numbers Schedule 4.6(d4.7(d) Commercial Tort Claims Schedule 4.7(b4.8(b) Capitalization of Borrowers Schedule 4.8(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.10 Litigation Schedule 4.12 4.13 Employee Benefits Schedule 4.14 Environmental Matters Schedule 4.13 4.15 Scheduled Intellectual Property Collateral Schedule 4.15 4.16 Defaults under Leases Schedule 4.17 Domestic Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Pre-Petition Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 5.3 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT POST-PETITION LOAN AND SECURITY AGREEMENT THIS CREDIT POST-PETITION LOAN AND SECURITY AGREEMENT (this “DIP Loan Agreement”), is entered into as of June 30May 8, 20112006, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “DIP Lender”, ” and collectively as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “AgentDIP Lenders”), and UNIFY CORPORATIONSILICON GRAPHICS, INC., a Delaware corporation (“BorrowerParent”). The parties agree , and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as follows:a “Borrower,” and collectively, jointly and severally, as the “Borrowers”).
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Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 D-1 Form of Credit Amount Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons [Reserved] Schedule C-1 Revolver Commitments Schedule D-1 Designated Account E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral P-3 [Reserved] Schedule 1.1 Definitions P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.1(v) Mortgage Policy Schedule 3.6 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into dated as of June 30March 13, 20112020, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCEBANK OF AMERICA, LLC, a Delaware limited liability companyN.A., as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONCLEVELAND-CLIFFS INC., a Delaware an Ohio corporation (“BorrowerParent”). The parties agree as follows:
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Exhibits and Schedules. Exhibits A-1 – A-4 Description of Projects Exhibit A-1 B Names of Borrowers Exhibit C Loan Commitment Exhibit D Names of Tenants Exhibit E Exhibit F Exhibit G Form of Assignment and Acceptance Exhibit C-1 Assumption Form of Joinder Agreement Joinder Borrowers; Joinder Projects Schedule 2.1 Schedule 2.1(b) Schedule 2.1(c) Conditions to Advance of Loan Proceeds Request for TI/LC Advance Request for Joinder Advance Schedule 2.5(b) Required Repairs Schedule 2.6 Form of ACH Authorization Schedule 2.7 Sources and Uses Schedule 4.1 Lease Termination Options; Prepaid Rent; Security Deposits; ROFRs; ROFOs Schedule 5.1 Organization; Formation Schedule 6.2 Compliance Certificate Exhibit C-2 Schedule 7.13 Form of Credit Amount Special Compliance Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account 11.19 Loan Allocations Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements11.36 Post-Closing Obligations CONA – Healthcare Trust, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT Inc. 92119388.8 LOAN AGREEMENT THIS CREDIT AGREEMENT This Loan Agreement (this “Agreement”), ) is entered into as of June 30December 22, 2011, 2023 by and among CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association (“CONA”), as administrative agent and collateral agent for the lenders identified on the signature pages hereof Lenders (each of as defined herein) (in such lenders, capacity and together with their respective its successors and permitted assigns, are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), THE PERSONS WHO ARE OR HEREAFTER BECOME PARTIES TO THIS AGREEMENT as Lenders (together with their successors and UNIFY CORPORATIONpermitted assigns, each a Delaware corporation “Lender” and collectively, the “Lenders”), and THE PARTIES LISTED ON EXHIBIT B ATTACHED HERETO (AND ALL JOINDER BORROWERS LISTED ON EXHIBIT G OF THIS AGREEMENT THAT HEREAFTER JOIN AS AN ADDITIONAL BORROWER PURSUANT TO SECTION 11.37 OF THIS AGREEMENT), each a “Borrower” and collectively, the “Borrowers”). The parties agree as follows:.
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Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Notice of Borrowing Exhibit C-1 Form of Compliance Certificate Exhibit C-2 I-1 Form of Credit Amount Certificate Intercompany Subordination Agreement Exhibit L-1 N-1 Form of LIBOR Notice Note Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule G-1 Generics Assets Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Loan Schedule 3.1(v) Mortgage Policy Schedule 3.6 3.2 Conditions Precedent to Each Subsequent Loan Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of BorrowerParent’s Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.5 Intellectual Property Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations of Equipment 4.15 Tax Related Proceedings Schedule 4.26 Regulatory Disclosure Schedule 4.29 Insurance Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting 5.17 Subsequent Loans – Use of Proceeds Schedule 6.6 Nature of Business 5.18 Post-Closing Obligations CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30July 21,, 20112017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability companyCantor Xxxxxxxxxx Securities, as administrative agent for each member of the Lenders Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”), ) and UNIFY CORPORATIONPERNIX IRELAND PAIN LIMITED, a Delaware corporation private company limited by shares incorporated under the laws of the Republic of Ireland (and expected to be converted after the Closing Date to a designated activity company incorporated under the laws of Ireland and in connection therewith, renamed as Pernix Ireland Pain Designated Activity Company) (the “Borrower”). The parties agree as follows:.
Appears in 1 contract
Samples: Credit Agreement (Pernix Therapeutics Holdings, Inc.)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Letter Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s 's Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory Locations Schedule E-3 Eligible Equipment Locations Schedule E-4 Eligible Real Property Schedule L-1 Legal Description Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s 's Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.11 Employee Benefits Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “"Agreement”"), is entered into as of June 30March 31, 2011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter as a “"Lender”", as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “"Agent”"), and UNIFY CORPORATIONXXXXXXX INDUSTRIES, a Delaware INC., an Indiana corporation (“"Borrower”"). The parties agree as follows:
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Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule D-2 Data Center Leases Schedule F-1 Foreign Cash Equivalent Jurisdictions Schedule P-1 Permitted Investments Liens Schedule P-2 Permitted Liens Q-1 Subsidiaries Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 2.7(a) Cash Management Banks Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization 4.4 Locations of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Inventory, Equipment and Account Records Schedule 4.6(a) States Jurisdictions of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Holdings’ Subscriptions, Options, Warrants, Calls Schedule 4.7(c) Subsidiaries of Holdings Schedule 4.9 Litigation Schedule 4.12 4.13 Environmental Matters Schedule 4.13 Intellectual Property 4.14(a) Patents, Trademarks and Copyrights Schedule 4.15 4.16 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted 4.18 Closing Date Indebtedness Schedule 4.30 Locations of Equipment 5.2 Collateral Reporting Schedule 5.1 5.3 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting 6.1 Indebtedness Schedule 6.6 Nature of Business 6.16 Inventory and Equipment with Bailees AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30December 8, 2011, 2008 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEFOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY SAVVIS COMMUNICATIONS CORPORATION, a Delaware Missouri corporation (“Borrower”). The parties agree as follows:, and SAVVIS, INC., a Delaware corporation and sole owner of all of the Stock of Borrower (“Holdings”).
Appears in 1 contract
Samples: Credit Agreement (SAVVIS, Inc.)
Exhibits and Schedules. Exhibit A-1 Form A-1Form of Assignment and Acceptance Exhibit C-1 Form B-1Form of Borrowing Base Certificate Exhibit B-2Form of Bank Product Provider Agreement Exhibit C-1Form of Compliance Certificate Exhibit C-2 Form J-1Form of Credit Amount Xxxxxxx Exhibit L-1Form of SOFR Notice Exhibit P-1Form of Perfection Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 AgentA-1Agent’s Account Schedule A-2 Authorized A-2Authorized Persons Schedule C-1 Commitments C-1Commitments Schedule D-1 Designated C-2Customs Brokers Schedule D-1Designated Account Schedule P-1 Permitted D-2Designated Subsidiary Guarantors Schedule P-1Permitted Investments Schedule P-2 Permitted P-2Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions 3.1Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions 3.6Conditions Subsequent Schedule 4.1(b) Capitalization 4.1(b)Capitalization of Borrower Loan Parties Schedule 4.1(c) Capitalization 4.1(c)Capitalization of Borrower’s Loan Parties’ Subsidiaries Schedule 4.6(a) States of Organization 4.1(d)Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices 4.6(b)Litigation Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental 4.11Environmental Matters Schedule 4.13 Intellectual Property 4.14Permitted Indebtedness Schedule 4.15 Deposit Accounts and Securities Accounts 4.25Location of Inventory Schedule 4.17 Material 4.27Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial 5.1Financial Statements, Reports, Certificates Schedule 5.2 Collateral 5.2Collateral Reporting Schedule 6.6 Nature of Business 6.12Parent Intellectual Property -vii- CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into as of June 30March 15, 2011, 2021 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, (“Xxxxx Fargo”), as administrative and collateral agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and UNIFY CORPORATIONCPI CARD GROUP INC., a Delaware corporation (“BorrowerParent”), CPI CG Inc., a Delaware corporation (“CPI CG”) and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1. The parties agree as follows:
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Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Exhibit J-1 Form of Joinder Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy [Schedule 3.6 Conditions Subsequent Subsequent] Schedule 4.1(b) Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) 4.6 Litigation Schedule 4.12 4.10 Employee Benefits Schedule 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 Nature of Business 6.10 Transactions with Affiliates CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “Agreement”)AGREEMENT, is entered into as of June 30, 2011, 2017 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sole lead arranger (in such capacity, together with its successors and UNIFY CORPORATIONassigns in such capacity, the “Sole Lead Arranger”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sole book runner (in such capacity, together with its successors and assigns in such capacity, the “Sole Book Runner”), RNGR ENERGY SERVICES, LLC, a Delaware corporation limited liability company (“Parent”), RANGER ENERGY SERVICES, LLC, a Delaware limited liability company (“Ranger”), TORRENT ENERGY SERVICES, LLC, a Delaware limited liability company (“Torrent”), RANGER ENERGY LEASING, LLC, a Delaware limited liability company (“Leasing”); RANGER ENERGY PROPERTIES, LLC, a Delaware limited liability company (“Properties”); ACADEMY OILFIELD RENTALS, LLC, a Delaware limited liability company (“Academy”); RANGER ENERGY EQUIPMENT, LLC, a Delaware limited liability company (“Equipment”); and those additional entities (the “Additional Borrowers”) that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (each of Parent, Ranger, Torrent, Leasing, Properties, Academy, Equipment and each Additional Borrower, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”). The parties agree as follows:
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Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 Form of Credit Amount Collateral Receipt Exhibit P-1 Form of Perfection Certificate Exhibit L-1 R-1 Form of LIBOR Notice Revolving Credit Note Exhibit R-2 Form of Request for Release Exhibit T-1 Form of Transferee Letter Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule A-3 Approved Appraisers Schedule A-4 Approved Issuers Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral 2.18(a) Cash Management Banks and Cash Management Accounts Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 3.3 Conditions Subsequent Schedule 4.1(b4.1(a)(ii) Capitalization of Borrower Schedule 4.1(c4.1(a)(iii) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a4.1(f)(ii) States of Organization Names and Jurisdictions Schedule 4.6(b4.1(f)(iii) Chief Executive Offices Schedule 4.6(c4.1(f)(iv) Organizational and Tax Identification Numbers Schedule 4.6(d4.1(f)(v) Commercial Tort Claims Schedule 4.7(b4.1(g)(ii) Litigation Schedule 4.12 4.1(l) Environmental Matters Schedule 4.13 4.1(m) Intellectual Property Schedule 4.15 4.1(o) Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts 4.1(y) Location of Collateral Schedule 4.19 Permitted Indebtedness 5.3(c) Location of Trustee Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 6.6 6.1(f) Nature of Business CREDIT LOAN AND SECURITY AGREEMENT THIS CREDIT This LOAN AND SECURITY AGREEMENT (this “Agreement”), is entered into as of June 30December 7, 20112012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Provider (in such capacity, together with its successors and assigns in such capacity, “Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as lead arranger (in such capacity, together with its successors and UNIFY CORPORATIONassigns in such capacity, the “Lead Arranger”), NEWSTAR BUSINESS FUNDING 2012-1, LLC, a Delaware corporation limited liability company (“Borrower”), NEWSTAR BUSINESS CREDIT, LLC, a Delaware limited liability company, as servicer (in such capacity together with its successors in such capacity as further described below, “Servicer”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity together with its successors in such capacity as further described below, “Trustee”) and Collection Account Bank (as such term is defined below). The parties agree as follows:
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Samples: Loan and Security Agreement (NewStar Financial, Inc.)
Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B Form of Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit C-2 P-1 Form of Credit Amount Perfection Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a4.1(d) States of Organization Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 4.11 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 4.14 Permitted Indebtedness Schedule 4.30 Locations 4.23 Location of Equipment Inventory Schedule 4.26 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Certificates; Collateral Reporting Schedule 6.6 6.5 Nature of Business CREDIT TERM LOAN AGREEMENT THIS CREDIT TERM LOAN AGREEMENT (this “Agreement”), is entered into as of June 30February 19, 20112014, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX FARGO MEDLEY CAPITAL FINANCE, LLCCORPORATION, a Delaware limited liability companycorporation, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), ) and UNIFY LIGHTING SCIENCE GROUP CORPORATION, a Delaware corporation (“Borrower”). The parties hereto agree as follows:
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Exhibits and Schedules. Exhibit A-1 Form A-1Form of Assignment and Acceptance Exhibit C-1 Form B-1Form of Borrowing Base Certificate Exhibit B-2Form of Bank Product Provider Agreement Exhibit C-1Form of Compliance Certificate Exhibit C-2 Form L-1Form of Credit Amount SOFR Notice Exhibit J-1Form of Joinder Exhibit P-1Form of Perfection Certificate Exhibit L-1 Form U-1Form of LIBOR Notice U.S. Tax Compliance Certificate Schedule A-1 AgentA-1Agent’s Account Schedule A-2 Authorized A-2Authorized Persons Schedule C-1 Commitments C-1Commitments Schedule D-1 Designated D-1Designated Account Schedule P-1 Permitted E-1Eligible Account Jurisdictions Schedule E-2 Eligible Parts, Eligible Whole Aircraft Collateral and Eligible Whole Engine Collateral Locations Schedule E-3Existing Letters of Credit Schedule P-1Permitted Investments Schedule P-2 Permitted P-2Permitted Liens Schedule R-1 Real R-1Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions 3.1Conditions Precedent Schedule 3.1(v) Mortgage Policy Schedule 3.6 Conditions 3.6Conditions Subsequent Schedule 4.1(b) Capitalization 4.1(b)Capitalization of Borrower Borrowers Schedule 4.1(c) Capitalization 4.1(c)Capitalization of Borrower’s Borrowers’ Subsidiaries Schedule 4.6(a) States of Organization 4.1(d)Subscriptions, Options, Warrants, Calls Schedule 4.6(b) Chief Executive Offices 4.6Litigation Schedule 4.6(c) Organizational Identification Numbers 4.10Plans Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.12 Environmental 4.11Environmental Matters Schedule 4.13 Intellectual Property 4.14Permitted Indebtedness Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material 4.27Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial 5.1Financial Statements, Reports, Certificates Schedule 5.2 Collateral 5.2Collateral Reporting Schedule 6.6 Nature of Business [AerSale] Amended and Restated Credit Agreement AMENDED AND RESTATED CREDIT AGREEMENT THIS This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), is entered into as of June 30July 20, 2011, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective its successors and permitted assigns, are is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WXXXX XXXXX FARGO CAPITAL FINANCEBANK, LLCNATIONAL ASSOCIATION, a Delaware limited liability companynational banking association, as administrative agent for each member of the Lenders Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as lead arranger (in such capacity, together with its successors and UNIFY assigns in such capacity, the “Lead Arranger”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as book runner (in such capacity, together with its successors and assigns, the “Book Runner”), CIBC BANK USA, as Syndication Agent (in such capacity, together with its successors and assigns in such capacity, the “Syndication Agent”), SYNOVUS BANK, as Documentation Agent (in such capacity, together with its successors and assigns in such capacity, the “Documentation Agent”), AERSALE CORPORATION, a Delaware corporation (“BorrowerParent”), MONOCLE PARENT LLC, a Delaware limited liability company (“Monocle Parent”), AERSALE AVIATION INC., a Delaware corporation (“AerSale Aviation” and together with Parent and Monocle Parent, the “Parent Companies” and each a “Parent Company”), AERSALE, INC., a Florida corporation (“AerSale”), the Subsidiaries of AerSale identified on the signature pages hereof as “Borrowers”, and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (AerSale and such Subsidiaries and other entities, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”). Borrowers, Agent and certain lenders are party to that certain Credit Agreement dated as of April 11, 2011 (as amended, the “Existing Credit Agreement”). The parties hereto wish to completely amend, restate and modify (but not extinguish) the Existing Credit Agreement through the execution of this Agreement. Administrative Borrower has requested, and Agent and Lenders have agreed, to make available to Borrowers, certain revolving and term credit facilities upon and subject to the terms and conditions set forth in this Agreement. The parties agree as follows:
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Samples: Credit Agreement (AerSale Corp)