Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] in the aggregate principal amount of $_______________ to be made on _______________, 199___, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans]. The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) By: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14, 2000 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties, as the Borrowers, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ______
Appears in 2 contracts
Samples: Credit Agreement (Gables Residential Trust), Credit Agreement (Gables Realty Limited Partnership)
Gentlemen. Unless otherwise defined hereinYou have requested and we have agreed to grant you a $314,000 "reload" to the machinery term loan, capitalized which advance of $314,000 shall be repayable in accordance with the terms used herein shall have of the meanings attributable thereto Fifth Amended and Restated Promissory Note, in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] in the aggregate original principal amount of $_______________ to 945,000 (the "New Note"), which shall be executed by both Phoenix and GED. The principal balance of the New Note shall be made up of a $314,000 advance to repay the amount presently outstanding to you in excess of the contractual formulas in your Financing Agreements and the sum of approximately $631,000, representing the currently unpaid principal balance of the Fourth Amended and Restated Promissory Note, in the original principal amount of $825,000, dated January 11, 1995 (the "Old Note") on ___________which both of you are liable as co-makers. As an inducement to us to make the advance set forth above, you agree to pay to us a facility fee in the amount of $3,000, which shall be charged to your account on the date hereof. Except as hereinabove set forth, the Financing Agreements shall remain unmodified and in full force and effect. Please indicate your agreement with the foregoing by signing and returning to us the enclosed copy of this letter. Very truly yours, THE CIT GROUP/CREDIT FINANCE, INC. By: /s/ --------------------------------- Title: VICE PRESIDENT ------------------------------ AGREED: PHOENIX LABORATORIES, INC. By: /s/ Xxx Xxxx --------------------------------- Title: VP ------------------------------ GREAT EARTH DISTRIBUTION, INC. By: /s/ Xxx Xxxx --------------------------------- Title: PRES. ------------------------------ CONFIRMED: /s/ Xxxxxx Xxxx ------------------------------------- Xxxxxx Xxxx /s/ Xxxxxx Xxxx ------------------------------------- Xxxxxx Xxxx EVERGOOD PRODUCTS CORPORATION By: /s/ Xxx Xxxx --------------------------------- Title: VP ------------------------------ FIFTH AMENDED AND RESTATED PROMISSORY NOTE $945,000 New York, New York June ____, 199___1996 FOR VALUE RECEIVED, PHOENIX LABORATORIES, INC. and for interest GREAT EARTH DISTRIBUTION, INC. (individually and collectively the "Payor"), jointly and severally hereby promise to accrue thereon at pay to the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans]. The duration order of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this day of THE CIT GROUP/CREDIT FINANCE, 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, XxINC., Senior Vice President GABLES-TENNESSEE PROPERTIESa Delaware corporation ("Payee"), L.L.C.at its offices located at 000 Xxxx 00xx Xxxxxx, (SEAL) By: Gables Realty Limited PartnershipXxx Xxxx, member By: Gables GPXxx Xxxx 00000, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated or at such other place as of August 14, 2000 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties, as the Borrowers, the Banks Payee or any holder hereof may from time to time parties theretodesignate, the principal sum of NINE HUNDRED AND FORTY-FIVE THOUSAND DOLLARS ($945,000.00) in lawful money of the United States, in eight installments of FIFTEEN THOUSAND DOLLARS ($15,000) each payable on the first (1st) day of each consecutive month, commencing July 1, 1996, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto one (1) final installment in the Credit Agreement. Pursuant to Section 5.01(c) amount of the Credit Agreemententire unpaid principal balance of this Note, ____________________payable February 17, 1997. Payor hereby further promises to pay interest to Payee in like money at said office or place on the duly authorized [title unpaid principal balance hereof, computed at the rate of Executive Officerthree and one-half percent (3 1/2%) per annum plus the prime rate as announced by Chemical Bank or its successor, other than Secretary] in New York, New York from time to time as its prime rate (the prime rate is not intended to be the lowest rate of interest charged by Chemical Bank to its borrowers) and such interest shall be payable monthly on the first (1st) day of each month, commencing July 1, 1996. Interest shall be calculated on the basis of a 360-day year and actual days elapsed. In no event shall the interest charged hereunder exceed the maximum permitted under the laws of the General Partner, hereby State of New York. This Note is secured by (i) certifies to the Administrative Agent collateral described in the Security Agreement (Accounts, Contract Rights, Instruments and Goods pertaining thereto), the Inventory Security Agreement and the Banks that Equipment Security Agreement, each executed February 17, 1988 by and between Payor and Fidelcor Business Credit Corporation ("Fidelcor"), assignor of Payee, and all related agreements, instruments (including but not limited to this Note) and documents granting collateral security to Payee or evidencing or creating indebtedness of Payor to Payee, all guaranties executed by third parties guaranteeing Payor's obligations to Payee, including those executed by: Xxxxxx Xxxx, Xxxxxx Xxxx and Evergood Products Corporation (the information contained "Guarantors") (the foregoing, as the same may now exist and have been and may hereafter be amended, modified, replaced or supplemented, are hereafter collectively referred to as the "Financing Agreements"). This Note supersedes and replaces but does not extinguish any of the unpaid liabilities and obligations under the Fourth Amended and Restated Promissory Note dated January 11, 1995, in the Compliance Check List attached hereto original principal amount of $825,000.00 by Payor in favor of Payee (the "Existing Note"). The indebtedness of Payor to Payee evidenced hereby includes (i) the unpaid balance of the indebtedness including unpaid interest heretofore evidenced by the Existing Note; and (ii) an indebtedness of $314,000 representing an advance made by Payee to Payor on the date hereof, all of which shall be repayable together with interest accrued and accruing and other sums in accordance with the terms hereof. Payor hereby acknowledges that Payor is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof indebted to Payee, in the principal amount hereof, together with interest accrued and (ii) restates accruing through and reaffirms that after the representations date hereof, without offset, defense or counterclaim of any kind, nature or description whatsoever. The amendment and warranties restatement contained herein shall not, in Article V any manner be construed to constitute payment of, or impair, limit, cancel or extinguish the indebtedness evidenced by the Existing Note and the liens and security interests securing such indebtedness shall not in any manner be impaired, limited, terminated, waived or released hereby. At the time any payment is due hereunder, Payee may, at its option, charge the amount thereof to any account of Payor maintained by Payee. If an event of default shall occur for any reason under any of the Credit Agreement are true on and as Financing Agreements, or if any of the date Financing Agreements shall be terminated or not be renewed for any reason whatsoever, then and in any such event, in addition to all rights and remedies of Payee under the Financing Agreements, applicable law or otherwise (all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively and concurrently) Payee may, at its option, declare any or all of Payor's obligations under the Financing Agreements, including, but not limited to, all amounts owing under this Note, to be due and payable, whereupon the then unpaid balance hereof together with all interest accrued thereon, shall forthwith become due and payable, together with costs and expenses of collection, including reasonable attorney's fees. Payee shall not be required to resort to any of the aforementioned collateral for payment, but may proceed against Payor and/or the Guarantors in such order and manner as though restated on Payee may choose. None of the rights of Payee shall be waived or diminished by any failure or delay in the exercise thereof. Payor hereby waives diligence, demand, presentment, protest and as notice of any kind and assents to extensions of time of payment, release, surrender or substitution of collateral security, or forbearance or other indulgence, without notice. In the event of any litigation with respect to any of the Financing Agreements, Payor waives the right to a trial by jury, all rights of set-off, and any right to interpose permissive counterclaims and cross-claims, and Payor consents to the jurisdiction of the courts of the State of New York and of any federal court located in such State. Payor further waives personal service of any and all process upon Payor and consents that all such service of process may be made by certified mail, return receipt requested, directed to Payor at the address listed above or of which Payor advises Payee, in writing, and. service so made shall be deemed complete three days after the same shall have been posted. This Note shall be governed by and construed, and all rights and obligations hereunder determined, in accordance with the laws of the State of New York, and shall be binding upon the successors and assigns of Payor and inure to the benefit of Payee, its successors, endorsees and assigns. If any term or provision of this dateNote shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions hereof shall in no way be affected thereby. GABLES REALTY LIMITED PARTNERSHIP (SEAL) The execution and delivery of this Note has been authorized by the board of directors of Payor. PHOENIX LABORATORIES, INC. By: Gables GP/s/ Xxx Xxxx ---------------------------- Title: Vice Pres. ---------------------------- GREAT EARTH DISTRIBUTION, Inc., its sole general partner INC. By: __________________________________________ [Name /s/ Xxx Xxxx ---------------------------- Title: Pres. ---------------------------- The CIT Group/Credit Finance 000 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Tel: 000-000-0000 Fax: 000-000-0000 THE CIT GROUP November 18, 1996 Phoenix Laboratories, Inc. Great Earth Distribution, Inc. 000 Xxxxxx Xxxx Xxxxxxxxxx NY 11801 RE: Security Agreement (Accounts, Etc.) dated February 17, 1988 (the "Accounts Agreement"), between Phoenix Laboratories, Inc. ("Phoenix") and title Great Earth Distribution, Inc. ("GED"), and The CIT Group/Credit Finance, Inc. ("CIT"), assignee of Executive OfficerFidelcor Business Credit Corporation, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________and all related agreements, ______amendments, documents and instruments (collectively, the "Financing Agreements").
Appears in 2 contracts
Samples: Security Agreement (Evergood Products Corp), Security Agreement (Evergood Products Corp)
Gentlemen. Unless otherwise defined hereinONESOURCE TECHNOLOGIES, capitalized terms used herein INC., has sold and granted to New Horizon Capital, LLC ("NHC"), a security interest in certain of our accounts receivable. You may have been previously notified of this relationship. As of this date, payment for the invoice(s) listed on the attached as well as all other invoices, will be made to New Horizon Capital, LLC at P.O. Box 53097, Phoenix, Arizona 85072. These instructions shall have remxxx xx xxxxxx xxxxx xxxx xxxx xx xxx xre notified in writing by NHC to the meanings attributable thereto in the Credit Agreementcontrary. This Notice of Borrowing is delivered to you pursuant to Section 2.02 Please acknowledge your receipt of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] in following invoice(s), verification of the aggregate principal amount of $_______________ to be made information on _______________, 199___the attached list, and that the amounts payable on the attached list are fully earned, due and payable and will be paid in full without any offset, counter claim or deduction whatsoever. Thank you for interest to accrue thereon at the rate established by the Credit Agreement for [Euroyour cooperation and assistance in this matter. Very truly yours, Michael Hirschey CEO FACSIMILE OR ORIGINAL-Dollar Loans] [Base Rate Loans]ALL PARTIES AGREE THAT A XXXXXXXXX XX XXHER COPY OF THIS DOCUMENT AND THE SIGNATURES HEREIN MAY BE USED FOR ANY PURPOSE IN LIEU OF THE ORIGINAL DOCUMENT. The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed Agreed, Acknowledged and delivered by its duly authorized officer this day of , 199 . GABLES REALTY LIMITED PARTNERSHIP Accepted by: ------------------------------------------------------- Print Business Name ------------------------------------------------------- Signature Date ------------------------------------------------------ Print Name Print Title EXHIBIT D --------- OFFICERS' VALIDITY CERTIFICATE This Officers' Validity Certificate (SEAL"Certificate") By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) By: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14the 3rd day of July, 2000 2003, is provided by each of the undersigned officers (as modified each an "Officer" and supplemented and in effect from time to timecollectively, the "Credit AgreementOfficers") among Gables Realty of ONESOURCE TECHNOLOGIES, INC., a Delaware Corporation ("ONESOURCE"), to and for the benefit of New Horizon Capital, LLC., an Arizona Limited Partnership and Xxxxx-Tennessee Properties, as the Borrowers, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, hereby Liability Company (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ______"NHC").
Appears in 1 contract
Samples: Master Accounts Receivable Purchase and Security Agreement (Onesource Technologies Inc)
Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Borrowing][Base Rate Borrowing] in the aggregate principal amount of $_______________ to be made on _______________, 199_19__, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans]. The duration of the Interest Period with respect thereto to the Euro-Dollar Loans comprising such Euro-Dollar Borrowing shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this ___ day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: ____, 199________________. BLESSINGS CORPORATION By:______________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., Title: A#0003877.05 EXHIBIT I GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (SEALthis "Guaranty") By: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner By: is made as of the ____ day of __________________________________________ Xxxxxx X. Xxxxx, Xx.1995, Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made by the undersigned (hereinafter collectively referred to as the Second Amended "Guarantors" and Restated individually as a "Guarantor"), to and for the benefit of WACHOVIA BANK OF GEORGIA, N.A., a national banking association in its capacity as Agent (the "Agent") for the Banks as defined in that certain Credit Agreement dated as of August 14October 25, 2000 1995 between Blessings Corporation, a Delaware corporation (the "Borrower"), the Agent and the Banks (as amended, modified and supplemented and in effect or extended from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties, as for the Borrowersbenefit of the Banks. The Banks have agreed to extend credit to the Borrower in the principal amount of up to $25,000,000 upon the terms and conditions set forth in the Credit Agreement. As a condition to extending such credit, the Banks from time have required that any Subsidiary which is or becomes a Significant Domestic Subsidiary execute and deliver a guaranty agreement to time parties thereto, and Wachovia Bank, N.A., as Administrative the Agent, First Union National Bank, as Syndication Agent, and . The Chase Manhattan Bank, as Documentation Agentundersigned is a Significant Domestic Subsidiary. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ______.
Appears in 1 contract
Samples: Credit Agreement (Blessings Corp)
Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] in the aggregate principal amount of $_______________ to be made on _______________, 199___, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans]. The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) By: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit a certain (i) Parent Stock Pledge Agreement dated as July 20, 1999 (herein called "Parent Pledge Agreement"), among Long Distance International Inc., a Florida corporation (herein called "the Company"), and Fredxxxxx XxXxxx, xx collateral agent for the ratable benefit of August 14himself and the Lenders to the Term Loan Agreement ("DeLuxx"); and (ii) Stock Pledge Agreement dated July 20, 2000 1999 (as modified and supplemented and in effect from time to time, the herein called "Credit Sub Pledge Agreement") among Gables Realty Limited Partnership LDI Acquisition Sub Inc. and Xxxxx-Tennessee Properties, as the Borrowers, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation AgentDeLuxx. Capitalized Xxpitalized terms used herein and defined in the Parent Pledge Agreement shall have the same meanings ascribed thereto as set forth therein unless otherwise specifically defined herein. The seventh paragraph of each of the Sub Pledge Agreement and Parent Pledge Agreement is hereby amended by deleting the words "and on ten (10) days prior notice to the Pledgor, without the curing by the Pledgor or the waiving by the Collateral Agent of such Event of Default within such time," in the Credit Agreementthird, fourth and fifth lines of such seventh paragraph. Pursuant to Section 5.01(c) Except as otherwise specifically amended herein, each of the Credit AgreementSub Pledge Agreement and the Parent Pledge Agreement shall remain in full force and effect. This Amendment may be executed in one or more counterparts, ____________________, each of which shall be deemed to be an original as against the duly authorized [title party executing the same and all of Executive Officer, other than Secretary] which together shall be deemed to constitute one and the same agreement. This Amendment is to be governed by the laws of the General PartnerState of New York. Very truly yours, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this dateLDI ACQUISITION SUB INC. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner /s/ Davix X. Xxxx ------------------------------ Davix X. Xxxx Chief Executive Officer LONG DISTANCE INTERNATIONAL INC. By: __________________________________________ [Name and title of /s/ Davix X. Xxxx ------------------------------ Davix X. Xxxx Chief Executive OfficerOfficer AGREED: /s/ Fredxxxxx X. XxXxxx ---------------------------------------- Fredxxxxx X. XxXxxx, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________xx Collateral Agent WORLD ACCESS, ______INC. By: /s/ W. Tod Xxxxx --------------------------------- Name: Title: THE BANK OF NEW YORK, not in its individual capacity, but solely as Trustee By: /s/ Annexxx X. Xxx --------------------------------- Name: Title:
Appears in 1 contract
Samples: Long Distance International Inc
Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing Advance Request is delivered to you pursuant to Section SECTION 2.02 of the Credit Agreement. The Borrower Purchaser hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] an Advance in the aggregate principal amount of $[__________] to be made on [___________ __], [20__], which date is the next-occurring Settlement Date, at the Interest Rate as determined by the Credit Agreement. Purchaser hereby represents and warrants that each of the conditions set forth in Section 8.02 of the Credit Agreement is satisfied as of this date and will continue to be satisfied as of the date of the Advance described above. In addition, Purchaser represents and warrants that each of the representations and warranties made in the Credit Agreement is true and correct in all material respects as if made on this date. Purchaser has caused this Advance Request to be executed and delivered by its duly authorized Senior Officer this ____ day of _____________ to be made on , 200_______________, 199___, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans]_ . The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]BUCKEYE RECEIVABLES INC. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) By: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner ByTitle: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14, 2000 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties, as the Borrowers, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ [Name EXHIBIT B BLOCKED ACCOUNT AGREEMENT CONTROL AGREEMENT FOR NOTIFICATION AND ACKNOWLEDGMENT OF PLEDGE OR SECURITY INTEREST IN ACCOUNTS This CONTROL AGREEMENT is made and title entered into as of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _____________________this ____ _______________day of December, ______2001, by and among FIRST UNION NATIONAL BANK ("Depository Bank"), BUCKEYE RECEIVABLES INC., a Delaware corporation ("Borrower"), and WACHOVIA BANK, N.A., a national banking association ("Lender"). Statement of Facts Depository Bank acknowledges that as of this date it maintains a remittance Lockbox (as such term is defined below) and demand deposit account number 2000013956482 in the name of Borrower (the "Account"), both being governed by the terms and conditions of the Deposit Agreement and Disclosures for Non-Personal Accounts published by the Depository Bank from time to time ("Deposit Agreement"). Borrower has assigned and granted to Lender a pledge and security interest in the contents of the lockbox and the Account and all funds on deposit therein from time to time to secure Borrower's obligations to Lender under that certain Credit and Security Agreement dated as of December 5, 2001, by and between Lender and Borrower, as the same may be amended, restated, supplemented, or otherwise modified from time to time. The parties desire to enter into this Agreement in order to set forth their relative rights and duties with respect to the Lockbox, the Account and all contents and amounts on deposit therein from time to time. To the extent that any conflict may exist between the provisions of the Deposit Agreement and this Agreement, then this Agreement shall control.
Appears in 1 contract
Samples: Credit and Security Agreement (Buckeye Technologies Inc)
Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] in the aggregate principal amount of $_______________ to be made on ____________, ___, 199___, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans]. The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this _____day of ______, 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx. FLOWERS INDUSTRIES, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) INC. By: Gables Realty Limited Partnership, member By---------------------------------------- Title: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President 102 EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14January 30, 2000 1998 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee PropertiesFlowers Industries, as the BorrowersInc., the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National BankThe Bank of Nova Scotia, as Syndication Documentation Agent, and The Chase Manhattan BankNationsBank, N.A., as Documentation Syndications Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ [Name of Flowers Industries, Inc., hereby (A) certifies to the Agent and title the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete as of Executive Officer__________, other than Secretary] COMPLIANCE CHECKLIST -------------------- ____, (B) certifies to the Agent and the Banks that no Default is in existence on and as of the date hereof and (C) restates and reaffirms that the representations and warranties contained in Article IV of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. FLOWERS INDUSTRIES, INC. By: ---------------------------------------- Title: 103 COMPLIANCE CHECK LIST Gables Realty Limited Partnership Flowers Industries, Inc. __________________________ _______________, ______
Appears in 1 contract
Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. [The Borrower] [Russxxx Xxxope Limited], as the Borrower with respect to Foreign Currency Borrowings]] hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] [Foreign Currency Borrowing] [Swing Loan Borrowing] in the aggregate principal amount of [the Dollar Equivalent of] $_______________ to be made on ______________, _, 199_____, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans] [Foreign Currency Loans]. [The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this _________ day of ______________, 199 ______. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner RUSSXXX XXXPORATION [AS AGENT FOR RUSSXXX XXXOPE LIMITED] [ADD IF APPROPRIATE] By: __________________________________________ Xxxxxx X. XxxxxTitle: 113 122 EXHIBIT E-2 NOTICE OF CONTINUATION OR CONVERSION ---------------------, Xx.------ Wachovia Bank, Senior Vice President GABLESN.A., as Administrative Agent 191 Xxxxxxxxx Xxxxxx, X.X. Xxxxxxx, Xxxxxxx 00000-TENNESSEE PROPERTIES, L.L.C., (SEAL) By0000 Xxxention: Gables Realty Limited Partnership, member BySyndications Group Re: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14, 2000 (as amended and modified and supplemented and in effect from time to time, the "Credit Agreement") dated as of October 15, 1999, by and among Gables Realty Limited Partnership and Xxxxx-Tennessee PropertiesRussxxx Xxxporation, as the BorrowersRussxxx Xxxope Limited, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, Suntrust Bank, Atlanta, as Syndication Agent and First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ______.
Appears in 1 contract
Samples: Credit Agreement (Russell Corp)
Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a [Syndicated Borrowing Borrowing] which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] [Swing Loan Borrowing][Foreign Currency Borrowing in][SPECIFY FOREIGN CURRENCY] in the aggregate principal amount of [the Dollar Equivalent of] $_______________ to be made on ______________, _, 199___, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans] [Foreign Currency Loans]. The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this _____ day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: ___________, _____. GUILXXXX XXXXX, XXC. By:_______________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) ByTitle: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14September 26, 2000 1995 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Guilxxxx Xxxxx-Tennessee Properties, as the BorrowersXxc., the Banks from time to time parties thereto, and Wachovia BankBank of Georgia, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, _______________, the duly authorized ____________________ of Guilxxxx Xxxxx, the duly authorized [title of Executive Officer, other than Secretary] of the General PartnerXxc., hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V IV of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) GUILXXXX XXXXX, XXC. By: Gables GP, Inc., its sole general partner By------------------------- Title: __________________________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- 107 115 COMPLIANCE CHECK LIST Gables Realty Limited Partnership __GUILXXXX XXXXX, XXC. _______________________ _______________, ______
Appears in 1 contract
Gentlemen. Unless otherwise defined herein, This certificate is delivered in accordance with Article V of the Mortgage. All capitalized terms used not defined herein shall have the meanings attributable thereto described to them in the Credit AgreementMortgage. This Notice of Borrowing is delivered To date, the funds deposited into the Central Account are not sufficient to you pursuant fund or pay, to Section 2.02 the extent required to be funded or paid, the Debt Service Payment Sub-Account, the Basic Carrying Costs Sub-Account, the Operation and Maintenance Expense Sub-Account, the Recurring Replacement Reserve Sub- Account, and the Curtailment Reserve Sub-Account. The amount of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which deficiency is a [Euro-Dollar Borrowing] [Base Rate Borrowing] in the aggregate principal amount of $_______________ Dollars ($______), and such amount must be deposited into the Central Account prior to be made on the next Payment Date or an Event of Default will exist under the Mortgage. _________________________, 199___, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans]. The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) Mortgagee By: Gables GP, Inc., its sole general partner By: ___________:_______________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLESName: Title: EXHIBIT F Cross-TENNESSEE PROPERTIES, L.L.C., (SEAL) Bycollateralized Properties EXHIBIT G [BXXXXXXX'S LETTERHEAD] __________ __. 199_ [Credit Card Company] Re: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner By[$_________] Loan made by [Lender] to [Borrower] Premises: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14, 2000 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties, as the Borrowers, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ______________________ The undersigned hereby directs and authorizes ____________________ to deliver all sums payable to or on behalf of [Borrower] or [Property Manager] by __________________ in connection with the [Property] to the following account: Account No. ________________________ ABA No. ____________________________ Account of [Lender] This letter and the direction and authorization contained herein may not be amended, modified, revoked or superseded without the prior written consent of [Lender] its successors or assigns in each instance. Very truly yours, [Borrower] Acnowledged and Agreed to: [Credit Card Company] By:_______________________ Name: Title:
Appears in 1 contract
Samples: Motels of America Inc
Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in The Lenders hereby represent to the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 Parties and The CIT Group/Business Credit, Inc. ("CIT"), that the Lenders are the holders of the Credit AgreementAgreement described above. The Borrower hereby requests a Syndicated Borrowing which Lenders further represent to the Credit Parties and CIT that, as of the date hereof, the total amount of outstanding loans under the Credit Agreement and all other liabilities or indebtedness of the Co-Borrowers to the Lenders under the Credit Agreement and the other loan or collateral documents related thereto (collectively, the "Loan Documents"), is a [Euro-Dollar Borrowing] [Base Rate Borrowing] $3,637,879.24 (collectively, the "Existing Obligations"). The Lenders have agreed to release their liens and security interests in the personal property of the Credit Parties and to terminate the Credit Agreement and the other Loan Documents upon satisfaction of the following conditions: (a) $2,950,000 of the Existing Obligations shall be refinanced and the Credit Parties shall execute and deliver to the Lenders term notes, in form and substance satisfactory to the Lenders, in the aggregate principal amount of $_______________ to be made on _______________2,9500,000 (the "Term Notes"), 199___, and for interest to accrue thereon at the rate established by (b) the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans]. The duration of the Interest Period with respect thereto Parties shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) By: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made deliver to the Second Amended and Restated Credit Agreement dated as of August 14, 2000 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties, as the Borrowers, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National a Mortgage by BTI, as mortgagor, granting to JPMorgan Chase Bank, as Syndication Agent, and The Chase Manhattan Bankcollateral agent for the Lenders, as Documentation Agent. Capitalized terms used herein shall have mortgagee (the meanings ascribed thereto in "Mortgage") a second lien on the Credit Agreement. Pursuant to Section 5.01(cparcel of real property and improvements thereon known as 100 Marcus Boulevard, Hauppauge, New York (the "Premises") as collatxxxx xxxxxxxx xxx $0,000,000 xx xxx xxxxxations of the Credit Agreement, ____________________, Parties under the duly authorized [title of Executive Officer, other than Secretary] of Term Notes; (c) the General Partner, hereby (i) certifies Credit Parties shall pay to the Administrative Agent and the Banks that sum of $250,000, for the information contained ratable distribution to the Lenders (the "Payment"), such Payment to be made to the Administrative Agent by way of wire transfer in immediately available funds directed as set forth below; (d) BC shall deliver to the Compliance Check List attached hereto is trueLenders 750,000 shares of common stock of BC, accurate and complete in all material respects as of _______________, ______substantially on the terms described on Exhibit 1 hereto, and that no Default is in existence on and as (e) the balance of the date hereof and (ii) restates and reaffirms that Existing Obligations shall be satisfied by delivery by BC to the representations and warranties contained in Article V Lenders of redeemable, 1,250,000 of convertible preferred stock of BC, substantially on the Credit Agreement terms described on Exhibit 2 attached hereto. The wire transfer instructions are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ______follows:
Appears in 1 contract
Samples: Boundless Corp
Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] [Conventional Rate Banker's Acceptance] in the aggregate principal amount of $_______________ to be made on _______________, 199___, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans] [Conventional Rate Banker's Acceptances]. The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] ][60 days] [90 days] [120 __ days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this _____ day of ___________, 199 _____. GABLES REALTY LIMITED PARTNERSHIP (SEAL) SAVANNAH FOODS & INDUSTRIES, INC. By: Gables GP------------------------------- Title: 140 EXHIBIT E COMPLIANCE CERTIFICATE Reference is made to the Letter Agreement dated as of ________, 19____, between Savannah Foods & Industries, Inc., its sole general partner By: a Delaware corporation (the "Borrower") and ___________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEALthe "Bank") By: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to and the Second Amended and Restated Master Credit Agreement dated as of August 14referred to in and incorporated by reference into the Letter Agreement (the "Master Credit Agreement") (the Letter Agreement with the Bank and the Master Credit Agreement collectively, 2000 (as modified together with all amendments and supplemented and in effect from time to timemodifications thereto, being the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties, as the Borrowers, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent). Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, _______________, the duly authorized ________________ ___ of Savannah Foods & Industries, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, Inc. hereby (i) certifies to the Administrative Agent and the Banks Bank that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Defaults or Events of Default is in existence on and as of the date hereof exist and (ii) restates and reaffirms that the representations and warranties contained in Article V IV of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By--------------------------- Title: __________________________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- 141 89 COMPLIANCE CHECK LIST Gables Realty Limited Partnership (Savannah Foods & Industries, Inc.) __________________________ _______________, ______
Appears in 1 contract
Samples: Master Credit Agreement (Savannah Foods & Industries Inc)
Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing Continuation or Conversion is delivered to you pursuant to Section 2.02 2.04 of the Credit Agreement. The With respect to the Euro-Dollar Loans in the aggregate amount of $___________ which has an Interest Period ending on _____________, the Borrower hereby requests a Syndicated Borrowing which is a that such loan be [converted to a] [Base Rate Loan] [Euro-Dollar BorrowingLoan] [Base Rate Borrowingcontinued as a] [Euro-Dollar Loan] in the aggregate principal amount of $_______________ to be made on _______________, 199___such date, and for interest to accrue thereon at the rate established by the Credit Agreement for [Base Rate Loans] [Euro-Dollar Loans] [Base Rate Loans]. [The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days][60 days] [90 days] [120 days]]. The Borrower has caused this Notice of Borrowing Continuation or Conversion to be executed and delivered by its duly authorized officer this ______ day of ____________, 199 2002. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner [Insert Name of Borrower] By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) By: Gables Realty Limited Partnership, member By: Gables GP, Inc., its sole general partner ByTitle: ______________________ EXHIBIT F COMPLIANCE CERTIFICATE Reference is made to the Amended and Restated Credit Agreement dated as of August 23, 2002 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Xxxx, Inc., as Borrower, the Banks from time to time parties thereto, Wachovia Bank, National Association, as Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement,________________, the duly authorized ______________________________ Xxxxxx X. Xxxxxof Xxxx, Xx., Senior Vice President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14, 2000 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties, as the Borrowers, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General PartnerInc., hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this datehereof. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GPXXXX, Inc., its sole general partner INC. By: ________________________________ Title:______________________ [Name and title of Executive OfficerEXHIBIT F cont'd CULP, other than Secretary] COMPLIANCE CHECKLIST -------------------- INC. COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ______,
Appears in 1 contract
Samples: Credit Agreement (Culp Inc)
Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing Continuation or Conversion is delivered to you pursuant to Section 2.02 2.04 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a With respect to the [Euro-Dollar BorrowingLoans] [Foreign Currency Loans denominated in [specify Foreign Currency]] in the aggregate amount of [the Dollar Equivalent of] $___________ which has an Interest Period ending on _____________, [the Borrower] [Russxxx Xxxope Limited, as the Borrower with respect to Foreign Currency Borrowings]] hereby requests that such loan be [converted to a] [Base Rate BorrowingLoan] [Euro-Dollar Loan] [continued as a] [Euro-Dollar Loan] [Foreign Currency Loan in the same Foreign Currency]2 in the aggregate principal amount of [the Dollar Equivalent of] $_______________ to be made on _______________, 199___such date, and for interest to accrue thereon at the rate established by the Credit Agreement for [Base Rate Loans] [Euro-Dollar Loans] [Base Rate Foreign Currency Loans]. [The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]]. --------------- 1 Note: Foreign Currency Loans may only be continued in the same Foreign Currency, and may not be converted to any other type of Loan. The Borrower has caused this Notice of Borrowing Continuation or Conversion to be executed and delivered by its duly authorized officer this ______ day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: ____________, ______________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) . RUSSXXX XXXPORATION [AS AGENT FOR RUSSXXX XXXOPE LIMITED] [ADD IF APPROPRIATE] By: Gables Realty Limited Partnership, member By--------------------------------------- Title: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President 115 124 EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14October 15, 2000 1999 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee PropertiesRussxxx Xxxporation, as the BorrowersRussxxx Xxxope Limited, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, Suntrust Bank, Atlanta, as Syndication Agent and First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, _____________________, the duly authorized [title of Executive Chief Financial Officer, other than Secretary/Chief Accounting Officer] of the General PartnerBorrower, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of ____________________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V IV of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP RUSSXXX XXXPORATION (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ [------------------------------------ Name and title of Executive [Chief Financial Officer, other than Secretary/Chief Accounting Officer] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ______116 125
Appears in 1 contract
Samples: Credit Agreement (Russell Corp)
Gentlemen. Unless otherwise defined hereinSection 7.5 (g) (iii) of The Securities Purchase Agreement dated January 31, capitalized 2002 among us ("SPA") provides in part that: "So long as either (x) $2,500,000 in aggregate principal amount of Notes are held by Purchasers or (y) Warrants or Warrant Shares representing at least twenty percent (20%) of the outstanding shares of Common Stock (assuming exercise of the Warrants in full) are held by Purchasers, the Company shall (i) cause the number of members of the Board to equal the sum of (5) plus the number of Wynnchurch Directors and (ii) use its best efforts to ensure that the Wynnchurch Directors continue to serve as members of the Board." In connection with the expansion of the size of the Board of Directors to ten (10) members to accommodate the election of Robert Stanojev as Chairman xx xxx Xxxxx, xt is agreed that effective with Mr. Stanojev's election, the xxxxxx xx xxxbers of the Board shall equal the sum of six (6) plus the number of Wynnchurch Directors until the earlier of (i) the resignation of a director other than a Wynnchurch Director or (ii) the 2003 annual meeting of the Company stockholders, whereupon the original provision of Section 7.5 (g) (iii) shall again take effect. Capitalized terms used but not defined herein shall have the meanings attributable thereto given to them in the Credit AgreementSPA. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] in the aggregate principal amount of $_______________ to be made on _______________SIGNATURE PAGE TO WAIVER OF PROVISION REGARDING NUMBER OF BOARD SEATS WYNNCHURCH CAPITAL PARTNERS, 199___, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans]. The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) L.P. By: Gables GPWynnchurch Partners, Inc.L.P., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) By: Gables Realty Limited Partnership, member By: Gables GP, Wynnchurch Management Inc., its sole general partner By:/s/ John Hatherly ----------------- Name: John Hatherly Title: President WYNNCHURCH CAPITAL PARTNERS CANADA, L.P. By: Wynnchurch Partners Canada, L.P., its general partner By: __________________________________________ Xxxxxx X. XxxxxWynnchurch GP Canada, Xx., Senior Vice its general partner By:/s/ John Hatherly ----------------- Name: John Hatherly Title: President EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended ALTERNATIVE RESOURCES CORPORATION By:/s/ George Watts ------------------- Name: George Watts Title: President and Restated Credit Agreement dated as of August 14, 2000 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee Properties, as the Borrowers, the Banks from time to time parties thereto, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, ____________________, the duly authorized [title of Chief Executive Officer, other than Secretary] of the General Partner, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: __________________________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ______
Appears in 1 contract
Samples: Wynnchurch Capital Partners Lp
Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower On behalf of [INSERT NAME OF BORROWER], the Parent hereby requests a Syndicated Borrowing which is a [Euro-Euro- Dollar Borrowing] [Base Rate Borrowing] [Swing Loan Borrowing] [Syndicated Foreign Currency Borrowing] [specify Foreign Currency] in the aggregate principal amount [Dollar Equivalent] of $_______________ to be made on ______________, _, 199____, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans][Syndicated Foreign Currency Loans]. The duration of the Interest Period with respect thereto (other than Swing Loan Borrowings bearing interest at the Wachovia Alternative Rate which have an Interest Period of 5 Domestic Business Days) shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrowing requested hereunder for [insert name of Borrower] shall be advanced to such Borrower in [insert name of country from Foreign Jurisdiction Letter]. The Aggregate Outstanding Loans on the date hereof, without giving effect to the Borrowing requested hereby, is [less than] [equal to or greater than] 66 2/3% of the Aggregate Commitments. The Parent's current Debt Rating is [_________]. The Borrower, through the Parent, has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this _____ day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: ___________, _____. EQUIFAX INC. By:_______________________________ Xxxxxx X. XxxxxTitle: EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Credit Agreement dated as of November 21, Xx.1997 (as modified and supplemented and in effect from time to time, Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEALthe "Credit Agreement") By: Gables Realty Limited Partnership, member By: Gables GP, among Equifax Inc., its sole general partner By: Wholly Owned Subsidiaries parties thereto, the Banks from time to time parties thereto, Wachovia Bank, N.A., as Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) of the Credit Agreement, (i) _______________, the duly authorized ____________________ of Equifax Inc. hereby certifies to the Agent and the Banks as required by Section 5.01(c) that the information contained in the Compliance Check List attached hereto is true, accurate and complete as of __________, ____, and (ii) ____________________, the duly authorized ______________________________ of Equifax Inc. hereby (A) certifies to the Agent and the Banks as required by Section 5.01(c) that to the knowledge of such officer, no Default is in existence on and as of the date hereof and (B) restates and reaffirms as required by Section 5.01(c) that to the knowledge of such officer, the representations and warranties contained in Article IV of the Credit Agreement are true on and as of the date hereof (x) as stated as to representations and warranties which contain materiality limitations, and (y) and in all material respects as to all other representations and warranties. Dated this _____ day of ____________, 199/200__. EQUIFAX INC. By:_______________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President Title: COMPLIANCE CHECK LIST Equifax Inc. -------------------------- [TO BE COMPLETED] EXHIBIT F G --------- COMPLIANCE CLOSING CERTIFICATE ---------------------- ------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14, 2000 (as modified and supplemented and in effect from time to time, the "Credit Agreement") dated as of November 21, 1997, among Gables Realty Limited Partnership and Xxxxx-Tennessee PropertiesEquifax Inc., as the Borrowersits Wholly Owned Subsidiaries parties thereto, the Banks from time to time parties theretolisted therein, and Wachovia Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c3.01(e) of the Credit Agreement, ____________________, the duly authorized [title of Executive Officer, other than Secretary] of the General Partner, hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of _______________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: _____________________________, the duly authorized ____________________ [Name of Equifax Inc. hereby certifies to the Agent and title the Banks as required by Section 3.01(e) that (i) no Default has occurred and is continuing as of Executive Officerthe date hereof, and (ii) the representations and warranties contained in Article IV of the Credit Agreement are true on and as of the date hereof (x) as stated as to representations and warranties which contain materiality limitations, and (y) and in all material respects as to all other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership representations and warranties. Certified as of this 21st day of November, 1997. EQUIFAX INC. By:___________________________ Printed Name:______________ Title:_______________, _______ EXHIBIT H --------- MONEY MARKET QUOTE REQUEST -------------------------- Wachovia Bank, N.A., as Agent 000 Xxxxxxxxx Xxxxxx, X.X. Xxxxxxx, Xxxxxxx 00000-0000 Attention: Syndications Group Re: Money Market Quote Request --------------------------
Appears in 1 contract
Samples: Credit Agreement (Equifax Inc)
Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a Syndicated Borrowing which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] in the aggregate principal amount of $_______________ to be made on _______________, 199___, and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Loans][Base Rate Loans]. The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months] [30 days] [60 days] [90 days] [120 days]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this _____ day of , 199 . GABLES REALTY LIMITED PARTNERSHIP (SEAL) By: Gables GP, Inc., its sole general partner By: ____________, 199______________________________ Xxxxxx X. Xxxxx. SPRINGS INDUSTRIES, Xx., Senior Vice President GABLES-TENNESSEE PROPERTIES, L.L.C., (SEAL) INC. By: Gables Realty Limited Partnership, member By---------------------------------- Title: Gables GP, Inc., its sole general partner By: __________________________________________ Xxxxxx X. Xxxxx, Xx., Senior Vice President 105 EXHIBIT F --------- COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Second Amended and Restated Credit Agreement dated as of August 14December 17, 2000 1997 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Gables Realty Limited Partnership and Xxxxx-Tennessee PropertiesSprings Industries, as the BorrowersInc., the Banks from time to time parties thereto, and Wachovia BankBank of Georgia, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent, and The Chase Manhattan Bank, as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section SECTION 5.01(c) of the Credit Agreement, _____________, the duly authorized ______________ of Springs Industries, the duly authorized [title of Executive Officer, other than Secretary] of the General PartnerInc., hereby (i) certifies to the Administrative Agent and the Banks that the information contained in the Compliance Check List attached hereto is true, accurate and complete in all material respects as of __________________, ______, and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article V of the Credit Agreement are true on and as of the date hereof as though restated on and as of this datehereof. GABLES REALTY LIMITED PARTNERSHIP (SEAL) SPRINGS INDUSTRIES, INC. By: Gables GP----------------------------------- Title: 106 COMPLIANCE CHECK LIST SPRINGS INDUSTRIES, Inc., its sole general partner By: INC. __________________________________________ [Name and title of Executive Officer, other than Secretary] COMPLIANCE CHECKLIST -------------------- COMPLIANCE CHECK LIST Gables Realty Limited Partnership _________________________ _______________, ______
Appears in 1 contract
