Gentlemen. The undersigned desires to borrow on _______________, ____, a(n) [Revolving Credit Loan, Swingline Loan, Acquisition Revolving Credit Loan] (as defined in the Credit Agreement) in an aggregate principal amount of _____________ pursuant to the Credit Agreement. Such Loan shall be (check one): ______ Prime Loan ______ LIBOR Loan if a Revolving Credit Loan, shall be borrowed and repaid in [US Dollars, Pounds Sterling, Deutsche Marks, Euros]; and if a LIBOR Loan, shall be for an Interest Period of _________ (one, two, three or six) months. Accordingly, the undersigned requests that you make available to the undersigned said amount on said date. The undersigned hereby represents and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreement, and no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, XXXXXX COMPANIES, INC. XXXXXX CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIES, INC. CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITES, INC. ENGINEERING TECHNOLOGY CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- EXHIBIT F ---------- FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certificate is delivered pursuant to Section 3.1(c) of that certain Credit Agreement dated as of November 19, 1999 (as the same may from time to time be amended, modified, extended or renewed, the "Credit Agreement"), by and among Xxxxxx Companies, Inc., a Missouri corporation, Xxxxxx Corporation, a Missouri corporation, Zoltek Intermediates Corporation, a Missouri corporation, Zoltek Properties, Inc., a Missouri corporation, Cape Composites, Inc., a California corporation, and Engineering Technology Corporation, a Missouri corporation (collectively, the "Borrowers"), Mercantile Bank National Association, as agent (the "Agent"), and the lenders party thereto. Each capitalized term used herein without definition shall have the meaning ascribed to such term in the Credit Agreement. The Borrowers hereby jointly and severally represent and warrant to the Agent and the Lenders that the following information is true, correct and complete in all material respects as of _________________, ______:
Appears in 1 contract
Gentlemen. In accordance with Section 2.05 of the above-captioned Pooling and Servicing Agreement, the undersigned, as [Trustee] [Custodian], hereby certifies that, except as noted on the attachment hereto, if any (the "Loan Exception Report"), it has received an Assignment of Mortgage, or a certified copy thereof, and a Mortgage Note with respect to each [Initial] [Subsequent] Mortgage Loan listed in the Mortgage Loan Schedule and the documents contained therein appear to bear original signatures. The undersigned desires [Trustee] [Custodian] has made no independent examination of any such documents beyond the review specifically required in the above-referenced Pooling and Servicing Agreement. The [Trustee] [Custodian] makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any such documents or any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. Capitalized words and phrases used herein shall have the respective meanings assigned to borrow on _____________them in the above-captioned Pooling and Servicing Agreement. [CITIBANK, N.A., as Trustee] [FIRST UNION NATIONAL BANK, as Custodian] By: ---------------------------------- Name: -------------------------------- Title: ------------------------------- EXHIBIT D-2 XXXX XX [XXXXXXX] [XXXXXXXXX] XXXXXXX XXXXXXXXXXXXX December __, ____2001 HomEq Servicing Corporation 4837 Watt Avenue North Highlands, a(n) [Revolving Credit LoanCA 95660 Citibank, Swingline LoanN.A. 111 Wall Sxxxxx, Acquisition Revolving Credit Loan] (as defined in the Credit Agreement) in an aggregate principal amount of _____________ pursuant to the Credit Agreement. Such Loan shall be (check one): ______ Prime Loan ______ LIBOR Loan if a Revolving Credit Loan00xx Xxxxx/Xxxx 0 Xxx Xxxx, shall be borrowed and repaid in [US DollarsXX 00005 Residential Asxxx Xxxxxxx Xxxxxxxxxxx 000 Xxxxx Xxxxxxx Xxxxxx Xxxxlotte, Pounds SterlingNC 28288-0610 First Union Nationxx Xxxx Xxxxxxxx Xxxxxxx Xxxxxxxx 0000 Xxx Xxxx Xoad, Deutsche Marks1st Floor Sacramento, Euros]; and if a LIBOR LoanCA 95834 Re: Xxxxxxx xxx Xxxxxxxxx Xxxxxxxxx, shall be for an Interest Period of _________ (oneXXXX Xxxxx-Xxxxed Trust 2001-1, twoRAFC Asset Backed Securities, three or six) months. AccordinglySeries 2001-1, the undersigned requests that you make available to the undersigned said amount on said date. The undersigned hereby represents and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreement, and no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, XXXXXX COMPANIES, INC. XXXXXX CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIES, INC. CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITES, INC. ENGINEERING TECHNOLOGY CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- EXHIBIT F ---------- FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certificate is delivered pursuant to Section 3.1(c) of that certain Credit Agreement dated as of November 1930, 1999 2001 among HomEq Servicing Corporation (as the same may from time to time be amended, modified, extended or renewed, the "Credit AgreementServicer"), by and among Xxxxxx CompaniesCitibank, Inc.N.A., a Missouri corporation, Xxxxxx Corporation, a Missouri corporation, Zoltek Intermediates Corporation, a Missouri corporation, Zoltek Properties, Inc., a Missouri corporation, Cape Composites, Inc., a California corporation, and Engineering Technology Corporation, a Missouri corporation as trustee (collectively, the "BorrowersTrustee"), Mercantile Bank National AssociationResidential Asset Funding Corporation, as agent (the "Agent")depositor, RAFC Transferor Trust, as transferor, and the lenders party thereto. Each capitalized term used herein without definition shall have the meaning ascribed to such term in the Credit Agreement. The Borrowers hereby jointly First Union National Bank, as certificate administrator and severally represent and warrant to the Agent and the Lenders that the following information is true, correct and complete in all material respects as of _________________, ______:custodian.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Residential Asset Funding Corp)
Gentlemen. For value received, the undersigned beneficiary hereby irrevocably transfers to the following institution (the "TRANSFEREE"), which has succeeded to us as Trustee under the Amended and Restated Indenture of Mortgage and Deed of Trust dated as of November 1, 1994, from the Metrocrest Hospital Authority in favor of the undersigned, all rights of the beneficiary to draw under the Letter of Credit in its entirety. (Name of Transferee) (Address) By this transfer, all rights of the undersigned beneficiary in the Letter of Credit are transferred to the Transferee, and the Transferee shall have the sole rights as beneficiary of the Letter of Credit, including sole rights relating to any amendments, whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised direct to the Transferee without necessity of any consent of or notice to us. The undersigned desires Transferee hereby directs the Bank to borrow on make all payments of drafts drawn by the Transferee under the Letter of Credit to account number ________ at _______________, ____, a(n) [Revolving Credit Loan, Swingline Loan, Acquisition Revolving Credit Loan] (as defined in the Credit Agreement) in an aggregate principal amount of _____________ pursuant . The advice of such Letter of Credit is returned herewith, and the Trustee asks the Bank to endorse the transfer on the reverse thereof, and forward the Letter of Credit to the Credit Agreement. Such Loan shall be (check one): ______ Prime Loan ______ LIBOR Loan if a Revolving Credit Loan, shall be borrowed and repaid in [US Dollars, Pounds Sterling, Deutsche Marks, Euros]; and if a LIBOR Loan, shall be for an Interest Period Transferee with the Bank's customary notice of _________ (one, two, three or six) months. Accordingly, the undersigned requests that you make available to the undersigned said amount on said date. The undersigned hereby represents and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreement, and no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested herebytransfer. Very truly yours, XXXXXX COMPANIES, INC. XXXXXX CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIES, INC. CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITES, INC. ENGINEERING TECHNOLOGY CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- EXHIBIT F ---------- FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certificate is delivered pursuant to Section 3.1(c) of that certain Credit Agreement dated as of November 19, 1999 (as the same may from time to time be amended, modified, extended or renewed, the "Credit Agreement"), by and among Xxxxxx Companies, Inc., a Missouri corporation, Xxxxxx Corporation, a Missouri corporation, Zoltek Intermediates Corporation, a Missouri corporation, Zoltek Properties, Inc., a Missouri corporation, Cape Composites, Inc., a California corporation, and Engineering Technology Corporation, a Missouri corporation (collectively, the "Borrowers"), Mercantile Bank National Association, as agent (the "Agent"), and the lenders party thereto. Each capitalized term used herein without definition shall have the meaning ascribed to such term in the Credit Agreement. The Borrowers hereby jointly and severally represent and warrant to the Agent and the Lenders that the following information is true, correct and complete in all material respects as of SIGNATURE AUTHENTICATED _____________________, Trustee ______:___________________ (Bank) By: __________________________ Title: _______________________ _________________________ (Authorized Signature) SIGNATURE AUTHENTICATED _______________________________ By: ____________________________ Title: _________________________ _________________________ Transferee (Bank) _________________________ (Authorized Signature) ANNEX IV TO SERIES A LETTER OF CREDIT NOTICE OF EXTENSION OF LETTER OF CREDIT NO. S00031638 ________________, 19__ _____________________________, Trustee _____________________________ _____________________________ _____________________________ National Medical Enterprises, Inc. 0000 Xxxxxxxx Xxxxxx Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Appears in 1 contract
Samples: Securities Pledge and Security Agreement (Tenet Healthcare Corp)
Gentlemen. The Pursuant to the Agreement, the undersigned desires desire to borrow (check one): ______ Borrow on _________________, ______, a(n) [Revolving Credit Loan, Swingline Loan, Acquisition Revolving Credit Loan] (as defined in the Credit Agreement) in an aggregate principal amount of $____________ as a (check one) ____ Facility A Loan, or ____ Facility B Loan, or ____ Facility C Loan, and if a Facility B Loan or Facility C Loan, such Loan shall be (check one) ____ a Prime Loan or ____ a LIBOR Loan for an Interest Period of ____ months. OR ______ Convert $_________________ of its outstanding Prime Loans under (check one) ____ Facility B or ____ Facility C on __________________, _____ to a LIBOR Loan for an Interest Period of ______________ pursuant to the Credit Agreementmonths. Such Loan shall be (check one): OR ______ Prime Loan Convert $_____________ of its LIBOR Loan if under (check one) ____ Facility B or ____ Facility C with an Interest Period expiring on _____________, ______ to a Revolving Credit Loan, shall be borrowed Prime Loan on such date and repaid in [US Dollars, Pounds Sterling, Deutsche Marks, Euros]; and if to extend $________________ of such LIBOR Loan under (check one) ____ Facility B or ____ Facility C as a new LIBOR Loan, shall be Loan for an Interest Period of _________ (one, two, three or six) monthsmonths commencing on such date. 22 VIRBAC CORPORATION PAGE 37 EXHIBIT I - CREDIT AGREEMENT AMENDMENT Accordingly, the undersigned requests request that you make available to the undersigned said amount on said date. The undersigned hereby represents represent and warrants warrant to you that as of the date hereof all of the representations and warranties of each of the undersigned contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreement, and no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, XXXXXX COMPANIESVIRBAC CORPORATION PM RESOURCES, INC. XXXXXX CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIESST. JON XXXORATORIES, INC. CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITESVIRBAC AH, INC. ENGINEERING TECHNOLOGY CORPORATION FRANCODEX LABORATORIES, INC. By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ---------------------------------------- Josexx Xxxxxxxx, Xxief Financial Officer 23 VIRBAC CORPORATION PAGE 38 EXHIBIT F ---------- FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certificate is delivered I - CREDIT AGREEMENT AMENDMENT EXHIBIT C Revolving Credit Note $12,100,000.00 St. Louis, Missouri April 4, 2001 FOR VALUE RECEIVED, on July 31, 2003 (or such subsequent anniversary thereof as determined pursuant to Section 3.1(c3.16 of the Loan Agreement (hereinafter identified)), the undersigned, VIRBAC CORPORATION, a Delaware corporation (formerly known as Agri-Nutrition Group Limited), PM RESOURCES, INC., a Missouri corporation, ST. JON XXXORATORIES, INC., a California corporation, FRANCODEX LABORATORIES, INC., a Kansas corporation and VIRBAC AH, INC., a Delaware corporation (collectively, the "Borrowers"), hereby jointly and severally promise to pay to the order of FIRST BANK, a Missouri state banking corporation ("Bank"), the principal sum of Twelve Million One Hundred Thousand Dollars ($12,100,000.00), or such lesser sum as may then be outstanding hereunder. The aggregate principal amount which Bank shall be committed to have outstanding under Facility A hereunder at any one time shall not exceed the lesser of (i) Eight Million Dollars ($8,000,000.00), or (ii) the "Borrowing Base" (as defined in the Loan Agreement (as hereinafter defined)), which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility B hereunder at any one time shall not exceed Three Million One Hundred Thousand Dollars ($3,100,000.00) as reduced from time to time pursuant to Section 3.1(b) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. The aggregate principal amount which Bank shall be committed to have outstanding under Facility C hereunder at any one time shall not exceed One Million Dollars ($1,000,000.00) as reduced from time to time pursuant to Section 3.1(g) of the Loan Agreement hereinafter identified, which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. Borrowers further jointly and severally promise to pay to the order of Bank interest on the principal amount from time to time outstanding hereunder prior to maturity from the date disbursed until paid at the rate or rates per annum required by the Loan Agreement or otherwise selected by any of the Borrowers as set forth in the Loan Agreement. All accrued and unpaid interest with respect to each principal disbursement made hereunder shall be payable on the dates set forth in Section 3.6 of the Loan Agreement and at the maturity of this Note, whether by reason of acceleration or otherwise. After the maturity of this Note, whether by reason of acceleration or otherwise, interest shall accrue and be payable on demand on the entire outstanding principal balance hereunder until paid at a rate per annum equal to Three and One-Half Percent (3.50%) over and 24 VIRBAC CORPORATION PAGE 39 EXHIBIT I - CREDIT AGREEMENT AMENDMENT above the Prime Rate, fluctuating as and when said Prime Rate shall change. All payments hereunder (other than prepayments) shall be applied first to the payment of all accrued and unpaid interest, with the balance, if any, to be applied to the payment of principal. All prepayments hereunder shall be applied solely to the payment of principal. All payments of principal and interest hereunder shall be made in lawful currency of the United States in Federal or other immediately available funds at the office of Bank situated at 135 Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000, xx at such other place as the holder hereof shall designate in writing. Interest shall be computed on an actual day, 360-day year basis. Bank may record the date and amount of all loans and all payments of principal and interest hereunder in the records it maintains with respect thereto. Bank's books and records showing the account between Bank and Borrowers shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof of the items therein set forth. This Note is the Note referred to in that certain Credit Agreement dated as of November 19September 7, 1999 made by and between Borrowers and Bank (as the same may from time to time be amended, modified, extended or renewed, the "Credit Loan Agreement"), by to which Loan Agreement reference is hereby made for a statement of the terms and among Xxxxxx Companies, Inc., a Missouri corporation, Xxxxxx Corporation, a Missouri corporation, Zoltek Intermediates Corporation, a Missouri corporation, Zoltek Properties, Inc., a Missouri corporation, Cape Composites, Inc., a California corporationconditions upon which the maturity of this Note may be accelerated, and Engineering Technology Corporationfor other terms and conditions, including prepayment, which may affect this Note. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Agreement. This Note is secured by that certain Security Agreement dated as of May 14, 1998 executed by Virbac Corporation in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 and executed by PM Resources, Inc. in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 executed by St. JON Xxxoratories, Inc. in favor of Bank, by that certain Security Agreement dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank and by that certain Security Agreement dated as of September 7, 1999 executed by Francodex Laboratories, Inc. in favor of Bank (as the same may from time to time be amended, the "Security Agreements"), to which Security Agreements reference is hereby made for a Missouri corporation description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Deed of Trust and Security Agreement dated September 9, 1993 and executed by PM Resources, Inc. in favor of Kathxxxxx X. Xxxxxx, xx trustee for Bank (as the same may from time to time be amended, the "Deed of Trust"), to which Deed of Trust reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac Corporation in favor of Bank and by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank (collectively, as the same may from time to time be amended, the "BorrowersPledge Agreements"), Mercantile to which Pledge Agreements reference is hereby made for a description of the additional security and a statement of the terms and 25 VIRBAC CORPORATION PAGE 40 EXHIBIT I - CREDIT AGREEMENT AMENDMENT conditions upon which this Note is further secured. If any of the Borrowers shall fail to make any payment of any principal of or interest on this Note as and when the same shall become due and payable, or if an "Event of Default" (as defined therein) shall occur under or within the meaning of the Loan Agreement, any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements, Bank National Associationmay, as agent (at its option, terminate its obligation to make any additional loans under this Note and Bank may further declare the "Agent")entire outstanding principal balance of this Note and all accrued and unpaid interest thereon to be immediately due and payable. In the event that any payment of any principal of or interest on this Note shall not be paid when due, whether by reason of acceleration or otherwise, and the lenders party thereto. Each capitalized term used herein without definition this Note shall have the meaning ascribed to such term be placed in the Credit Agreement. The hands of an attorney or attorneys for collection or for foreclosure of any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements securing payment hereof or for representation of Bank in connection with bankruptcy or insolvency proceedings relating hereto, Borrowers hereby jointly and severally represent promise to pay, in addition to all other amounts otherwise due hereon, the reasonable costs and warrant to expenses of such collection, foreclosure and representation, including, without limitation, reasonable attorneys' fees and expenses (whether or not litigation shall be commenced in aid thereof). All parties hereto severally waive presentment for payment, demand, protest, notice of protest and notice of dishonor. This Note shall be governed by and construed in accordance with the Agent and internal laws of the Lenders that the following information is true, correct and complete in all material respects as State of _________________, ______:Missouri.
Appears in 1 contract
Samples: Credit Agreement (Virbac Corp)
Gentlemen. The undersigned desires We hereby establish our Irrevocable Letter of Credit and authorize you to borrow draw on _______________, ____, a(n) [Revolving Credit Loan, Swingline Loan, Acquisition Revolving Credit Loan] (as defined in us at sight for the Credit Agreement) in an aggregate principal amount of _____________ pursuant to the Credit Agreement. Such Loan shall be (check one): ______ Prime Loan ______ LIBOR Loan if a Revolving Credit Loan, shall be borrowed and repaid in [US Dollars, Pounds Sterling, Deutsche Marks, Euros]; and if a LIBOR Loan, shall be for an Interest Period of _________ (one, two, three or six) months. Accordingly, the undersigned requests that you make available to the undersigned said amount on said date. The undersigned hereby represents and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreement, and no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, XXXXXX COMPANIES, INC. XXXXXX CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIES, INC. CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITES, INC. ENGINEERING TECHNOLOGY CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- EXHIBIT F ---------- FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certificate is delivered pursuant to Section 3.1(c) of that certain Credit Agreement dated as of November 19, 1999 (as the same may from time to time be amended, modified, extended or renewed, the "Credit Agreement"), by and among Xxxxxx Companies, Inc., a Missouri corporation, Xxxxxx Corporation, a Missouri corporation, Zoltek Intermediates Corporation, a Missouri corporation, Zoltek Properties, Inc., a Missouri corporation, Cape Composites, Inc., a California corporation, and Engineering Technology Corporation, a Missouri corporation (collectively, the "Borrowers"), Mercantile Bank National Association, as agent (the "Agent"), and the lenders party thereto. Each capitalized term used herein without definition shall have the meaning ascribed to such term in the Credit Agreement. The Borrowers hereby jointly and severally represent and warrant to the Agent and the Lenders that the following information is true, correct and complete in all material respects as account of _____________________, a ___________________________, the aggregate amount of ______________________________________________________ ($__________). Funds under this Letter of Credit are available to the beneficiary hereof as follows: Any or all of the sums hereunder may be drawn down at any time and from time to time from and after the date hereof by ___________________ ("Beneficiary") when accompanied by this Letter of Credit and a written state ment signed by __________________________, certifying that such moneys are due and owing to Beneficiary, together with a certificate of incumbency executed by ___________________ certifying the position and signature of the officer signing the statement, and a sight draft executed and endorsed by _____________, as a ______________ of Beneficiary. This Letter of Credit is transferable in whole through ourselves. At the time of transfer this original Letter of Credit must be surrendered to us along with a complete transfer application (attached). Transfer charges, in the amount of $300, must accompany any transfer request. The amount of each draft must be endorsed on the reverse hereof by the negotiating bank. We hereby agree that this Letter of Credit shall be duly honored upon presentation and delivery of the certification specified above. This Letter of Credit shall expire on ____________. Notwithstanding the above expiration date of this Letter of Credit, the term of this Letter of Credit shall be automatically renewed for successive, additional one (1) year periods unless, at least thirty (30) days prior to any such date of expiration, the undersigned shall give written notice to Holder, by certified mail, return receipt requested and at the address set forth above or at such other address as may be given to the undersigned by Holder, that this Letter of Credit will not be renewed. THIS DOCUMENTARY CREDIT IS GOVERNED BY THE "UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS" (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NUMBER 500. Very truly yours, (Name of Issuing Bank) By:__________________________ EXHIBIT G - Page 2 REQUEST FORM FOR FULL TRANSFER ------------------------------ NOTE: THIS FORM IS TO BE USED WHERE A LETTER OF CREDIT IS TRANSFERRED IN ITS ENTIRETY AND NO SUBSTITUTION OF INVOICE IS INVOLVED. XXXXXX TRUST AND SAVINGS BANK DATE:______________________ LETTER OF CREDIT PROCESSING CENTER 000 XXXX XXXXXX XXXXXX, 00XX XXXXX XXXXXXX, XXXXXXXX 00000 RE: L/C NO._______________________ ISSUED ON:_________________ DEAR SIR(S) OR MADAM(S): FOR VALUE RECEIVED, THE UNDERSIGNED BENEFICIARY HEREBY IRREVOCABLY TRANSFERS TO:___________________________________________________________________ (NAME OF TRANSFEREE) ________________________________________________________________________________ (ADDRESS OF TRANSFEREE) ________________________________________________________________________________ (OTHER TRANSFEREE INFORMATION) ------------------------------ ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY TO DRAW UNDER THE ABOVE LETTER OF CREDIT IN ITS ENTIRETY. BY THIS TRANSFER, ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY IN SUCH LETTER OF CREDIT ARE TRANSFERRED TO THE TRANSFEREE, AND THE TRANSFEREE SHALL HAVE THE SOLE RIGHTS AS BENEFICIARY THEREOF, INCLUDING SOLE RIGHTS RELATING TO ANY AMENDMENTS NOW EXISTING OR HEREAFTER MADE. ALL AMENDMENTS ARE TO BE ADVISED DIRECTLY TO THE TRANSFEREE WITHOUT NECESSITY OF ANY CONSENT NOR NOTICE TO THE UNDERSIGNED BENEFICIARY. THE ADVICE OF SUCH LETTER OF CREDIT IS RETURNED HEREWITH TOGETHER WITH ANY AND ALL AMENDMENTS, AND WE ASK YOU TO ENDORSE THE TRANSFER ON THE REVERSE OF THE ADVICE, AND FORWARD IT DIRECTLY TO THE TRANSFEREE WITH YOUR CUSTOMARY NOTICE OF TRANSFER. ENCLOSED IS OUR REMITTANCE OF $300 IN PAYMENT OF YOUR TRANSFER COMMISSION, AND ANY EXPENSES WHICH MAY BE INCURRED BY YOU IN CONNECTION WITH THIS TRANSFER. SIGNATURE AUTHENTICATION ________________________________ ________________________________________ (BANK) (CURRENT BENEFICIARY'S NAME AS PER L/C) ________________________________ ________________________________________ (AUTHORIZED SIGNATURE) (SIGNATURE OF BENEFICIARY)
Appears in 1 contract
Samples: Lease (Infonet Services Corp)
Gentlemen. The undersigned desires This certificate is delivered in accordance with Article V of the Mortgage. All capitalized terms not defined herein shall have the meanings described to borrow on _______________, ____, a(n) [Revolving Credit Loan, Swingline Loan, Acquisition Revolving Credit Loan] (as defined them in the Credit Agreement) in an aggregate principal Mortgage. To date, the funds deposited into the Central Account are not sufficient to fund or pay, to 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 deficiency is ___________ pursuant to the Credit Agreement. Such Loan shall be Dollars (check one): $______ Prime Loan ______ LIBOR Loan if a Revolving Credit Loan), shall and such amount must be borrowed and repaid in [US Dollars, Pounds Sterling, Deutsche Marks, Euros]; and if a LIBOR Loan, shall be for deposited into the Central Account prior to the next Payment Date or an Interest Period Event of Default will exist under the Mortgage. _________ (one, two, three or six) months. Accordingly, the undersigned requests that you make available to the undersigned said amount on said date. The undersigned hereby represents and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreement, and no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, XXXXXX COMPANIES, INC. XXXXXX CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIES, INC. CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITES, INC. ENGINEERING TECHNOLOGY CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- EXHIBIT F ---------- FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certificate is delivered pursuant to Section 3.1(c) of that certain Credit Agreement dated as of November 19, 1999 (as the same may from time to time be amended, modified, extended or renewed, the "Credit Agreement"), by and among Xxxxxx Companies, Inc., a Missouri corporation, Xxxxxx Corporation, a Missouri corporation, Zoltek Intermediates Corporation, a Missouri corporation, Zoltek Properties, Inc., a Missouri corporation, Cape Composites, Inc., a California corporation, and Engineering Technology Corporation, a Missouri corporation (collectively, the "Borrowers"), Mercantile Bank National Association, as agent (the "Agent"), and the lenders party thereto. Each capitalized term used herein without definition shall have the meaning ascribed to such term in the Credit Agreement. The Borrowers hereby jointly and severally represent and warrant to the Agent and the Lenders that the following information is true, correct and complete in all material respects as of _________________, Mortgagee By:_______________________________ Name: Title: EXHIBIT F Initial Allocated Cross-collateralized Properties Loan Amount ------------------------------- ----------------- Gurnee Xxxxx, Gurnee Illinois $122,000,000 Xxxxxxx Xxxxx, Xxxx Xxxx, Virginia $162,000,000 EXHIBIT G FORM OF DIRECTION NOTICE [Letterhead of Landlord] [Name and Address of Tenant] Re: _________________ Unit No.________ Dear Tenant: You are hereby directed to make all future payments of rent and other sums due to Landlord under the Lease payable as follows: Payable To: [as currently being paid] Address: ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ Please take particular care in making the check payable only to the above-mentioned names because only checks made payable to the referenced names will be credited against sums due by you to landlord. Until otherwise advised in writing by Landlord and the above mentioned bank (or its successor), you should continue to make your payments for rent and other sums as directed by the terms of this letter. Thank you in advance for your cooperation with this change in payment procedures. By:___________________________
Appears in 1 contract
Samples: Mills Corp
Gentlemen. The undersigned desires This certificate is delivered in accordance with Article V of the Deed of Trust. All capitalized terms not defined herein shall have the meanings described to borrow on _______________, ____, a(n) [Revolving Credit Loan, Swingline Loan, Acquisition Revolving Credit Loan] (as defined them in the Credit Agreement) in an aggregate principal Deed of Trust. To date, the funds deposited into the Central Account are not sufficient to fund or pay, to 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, and the Recurring Replacement Reserve Sub- Account, and the Curtailment Reserve Sub-Account. The amount of __the deficiency is ___________ pursuant to the Credit Agreement. Such Loan shall be Dollars (check one): $______ Prime Loan ______ LIBOR Loan if a Revolving Credit Loan), shall and such amount must be borrowed and repaid in [US Dollars, Pounds Sterling, Deutsche Marks, Euros]; and if a LIBOR Loan, shall be for deposited into the Central Account prior to the next Payment Date or an Interest Period Event of Default will exist under the Deed of Trust. _________ (one, two, three or six) months. Accordingly, the undersigned requests that you make available to the undersigned said amount on said date. The undersigned hereby represents and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreement, and no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, XXXXXX COMPANIES, INC. XXXXXX CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIES, INC. CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITES, INC. ENGINEERING TECHNOLOGY CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- EXHIBIT F ---------- FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certificate is delivered pursuant to Section 3.1(c) of that certain Credit Agreement dated as of November 19, 1999 (as the same may from time to time be amended, modified, extended or renewed, the "Credit Agreement"), by and among Xxxxxx Companies, Inc., a Missouri corporation, Xxxxxx Corporation, a Missouri corporation, Zoltek Intermediates Corporation, a Missouri corporation, Zoltek Properties, Inc., a Missouri corporation, Cape Composites, Inc., a California corporation, and Engineering Technology Corporation, a Missouri corporation (collectively, the "Borrowers"), Mercantile Bank National Association, as agent (the "Agent"), and the lenders party thereto. Each capitalized term used herein without definition shall have the meaning ascribed to such term in the Credit Agreement. The Borrowers hereby jointly and severally represent and warrant to the Agent and the Lenders that the following information is true, correct and complete in all material respects as of _________________, Beneficiary By: -------------------------------------- Name: Title: EXHIBIT F Cross-collateralized Properties EXHIBIT G [BORROWER'S LETTERHEAD] ______:____ __. 199_ [Credit Card Company] Re: [$_________] Loan made by [Lender] to [Borrower] Premises: ------------------------------------- ------------------------------------- The undersigned hereby directs and authorizes ____________________ to deliver all sums payable to or on behalf of [Borrower] or [Property Operator] 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] Acknowledged and Agreed to: [Credit Card Company] By: ----------------------- Name: Title: EXHIBIT H Existing Operating Lease The Existing Operating Lease shall mean that certain Master Agreement between Crosshost, Inc., Crossroads Hospitality Tenant Company, L.L.C. and Crossroads Hospitality Company L.L.C. dated _______________, 1996 and the Lease Agreement between Crosshost, Inc. and Crossroads Hospitality Tenant Company, L.L.C dated _____________, 1996 with respect to the Trust Property, as assigned to Grantor pursuant to that certain Assignment and Assumption Agreement dated ________ as amended from time to time.
Appears in 1 contract
Samples: Revenue Net Rental Revenue Other Revenue (Host Funding Inc)
Gentlemen. The undersigned desires to borrow on _______________, ____, a(n) [Revolving Credit Loan, Swingline Loan, Acquisition Revolving Credit Loan] (as defined in the Credit Agreement) in an aggregate principal amount of _____________ pursuant Pursuant to the Credit Agreement. Such Loan shall be , the undersigned desire to (check one): ______ Prime Loan ______ LIBOR Loan if a Revolving Credit Loan, shall be borrowed and repaid in [US Dollars, Pounds Sterling, Deutsche Marks, Euros]; and if a LIBOR Loan, shall be for an Interest Period of _________ (one, two, three or six) months. Accordingly, the undersigned requests that you make available to the undersigned said amount Borrow on said date. The undersigned hereby represents and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreement, and no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, XXXXXX COMPANIES, INC. XXXXXX CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIES, INC. CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITES, INC. ENGINEERING TECHNOLOGY CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- EXHIBIT F ---------- FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certificate is delivered pursuant to Section 3.1(c) of that certain Credit Agreement dated as of November 19, 1999 (as the same may from time to time be amended, modified, extended or renewed, the "Credit Agreement"), by and among Xxxxxx Companies, Inc., a Missouri corporation, Xxxxxx Corporation, a Missouri corporation, Zoltek Intermediates Corporation, a Missouri corporation, Zoltek Properties, Inc., a Missouri corporation, Cape Composites, Inc., a California corporation, and Engineering Technology Corporation, a Missouri corporation (collectively, the "Borrowers"), Mercantile Bank National Association, as agent (the "Agent"), and the lenders party thereto. Each capitalized term used herein without definition shall have the meaning ascribed to such term in the Credit Agreement. The Borrowers hereby jointly and severally represent and warrant to the Agent and the Lenders that the following information is true, correct and complete in all material respects as of _________________, ______:, an aggregate principal amount of $____________ as a (check one) ____ Prime Loan or ____ LIBOR Loan for an Interest Period of ____ months. OR ______ Convert $_________________ of its outstanding Prime Loans on __________________, _____ to a LIBOR Loan for an Interest Period of ______________ months. OR ______ Convert $_____________ of its LIBOR Loan with an Interest Period expiring on _____________, ______ to a Prime Loan on such date and to extend $________________ of such LIBOR Loan as a new LIBOR Loan for an Interest Period of _____ months commencing on such date. Accordingly, the undersigned request that you make available to the undersigned said amount on said date. The undersigned hereby represent and warrant to you that as of the date hereof all of the representations and warranties of each of the undersigned contained in the Agreement are true and correct and no Default or Event of Default (as defined in the Agreement) has occurred and is continuing, and that no such Exhibit 10 Amendment to Credit Agreement Default or Event of Default will result from the loan requested hereby. Very truly yours, VIRBAC CORPORATION PM RESOURCES, INC. ST. JXX LABORATORIES, INC. VIRBAC AH, INC. FRANCODEX LABORATORIES, INC. By: ------------------------------------------- Jxxxxx Xxxxxxxx, Chief Financial Officer VIRBAC CORPORATION PAGE 43 Exhibit 10 Amendment to Credit Agreement EXHIBIT C Revolving Credit Note $12,000,000.00 St. Louis, Missouri August ___, 2002 FOR VALUE RECEIVED, on July 31, 2005 (or such subsequent anniversary thereof as determined pursuant to Section 3.16 of the Loan Agreement (hereinafter identified)), the undersigned, VIRBAC CORPORATION, a Delaware corporation (formerly known as Agri-Nutrition Group Limited), PM RESOURCES, INC., a Missouri corporation, ST. JXX LABORATORIES, INC., a California corporation, FRANCODEX LABORATORIES, INC., a Kansas corporation and VIRBAC AH, INC., a Delaware corporation (collectively, the "Borrowers"), hereby jointly and severally promise to pay to the order of FIRST BANK, a Missouri state banking corporation ("Bank"), the principal sum of Twelve Million Dollars ($12,000,000.00), or such lesser sum as may then be outstanding hereunder. The aggregate principal amount which Bank shall be committed to have outstanding hereunder at any one time shall not exceed the lesser of (i) Twelve Million Dollars ($12,000,000.00), or (ii) the "Borrowing Base" (as defined in the Loan Agreement (as hereinafter defined)), which amount may be borrowed, paid, reborrowed and repaid, in whole or in part, subject to the terms and conditions hereof and of the Loan Agreement hereinafter identified. Borrowers further jointly and severally promise to pay to the order of Bank interest on the principal amount from time to time outstanding hereunder prior to maturity from the date disbursed until paid at the rate or rates per annum required by the Loan Agreement or otherwise selected by any of the Borrowers as set forth in the Loan Agreement. All accrued and unpaid interest with respect to each principal disbursement made hereunder shall be payable on the dates set forth in Section 3.6 of the Loan Agreement and at the maturity of this Note, whether by reason of acceleration or otherwise. After the maturity of this Note, whether by reason of acceleration or otherwise, interest shall accrue and be payable on demand on the entire outstanding principal balance hereunder until paid at a rate per annum equal to Three and One-Half Percent (3.50%) over and above the Prime Rate, fluctuating as and when said Prime Rate shall change. All payments hereunder (other than prepayments) shall be applied first to the payment of all accrued and unpaid interest, with the balance, if any, to be applied to the payment of principal. All prepayments hereunder shall be applied solely to the payment of principal. All payments of principal and interest hereunder shall be made in lawful currency of the United States in Federal or other immediately available funds at the office of Bank situated at 100 Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other place as the holder hereof shall designate in writing. Interest shall be computed on an actual day, 360-day year basis. Bank may record the date and amount of all loans and all payments of principal and interest hereunder in the records it maintains with respect thereto. Bank's books and records showing the account between Bank and Borrowers shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof of the items therein set forth. VIRBAC CORPORATION PAGE 44 This Note is the Note referred to in that certain Credit Agreement dated as of September 7, 1999 made by and between Borrowers and Bank (as the same may from time to time be amended, the "Loan Agreement"), to which Loan Agreement reference is hereby made for a statement of the terms and conditions upon which the maturity of this Note may be accelerated, and for other terms and conditions, including prepayment, which may affect this Note. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Loan Agreement. This Note is secured by that certain Security Agreement dated as of May 14, 1998 executed by Virbac Corporation in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 and executed by PM Resources, Inc. in favor of Bank, by that certain Security Agreement dated as of May 14, 1998 executed by St. JXX Laboratories, Inc. in favor of Bank, by that certain Security Agreement dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank and by that certain Security Agreement dated as of September 7, 1999 executed by Francodex Laboratories, Inc. in favor of Bank (as the same may from time to time be amended, the "Security Agreements"), to which Security Agreements reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Deed of Trust and Security Agreement dated September 9, 1993 and executed by PM Resources, Inc. in favor of Kxxxxxxxx X. Xxxxxx, as trustee for Bank (as the same may from time to time be amended, the "Deed of Trust"), to which Deed of Trust reference is hereby made for a description of the security and a statement of the terms and conditions upon which this Note is secured. This Note is also secured by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac Corporation in favor of Bank and by that certain Agreement of Pledge dated as of September 7, 1999 and executed by Virbac AH, Inc. in favor of Bank (collectively, as the same may from time to time be amended, the "Pledge Agreements"), to which Pledge Agreements reference is hereby made for a description of the additional security and a statement of the terms and conditions upon which this Note is further secured. If any of the Borrowers shall fail to make any payment of any principal of or interest on this Note as and when the same shall become due and payable, or if an "Event of Default" (as defined therein) shall occur under or within the meaning of the Loan Agreement, any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements, Bank may, at its option, terminate its obligation to make any additional loans under this Note and Bank may further declare the entire outstanding principal balance of this Note and all accrued and unpaid interest thereon to be immediately due and payable. In the event that any payment of any principal of or interest on this Note shall not be paid when due, whether by reason of acceleration or otherwise, and this Note shall be placed in the hands of an attorney or attorneys for collection or for foreclosure of any of the Security Agreements, the Deed of Trust or any of the Pledge Agreements securing payment hereof or for representation of Bank in connection with bankruptcy or insolvency proceedings relating hereto, Borrowers jointly and severally promise to pay, in addition to all other amounts otherwise due hereon, the reasonable costs and expenses of such collection, foreclosure and representation, including, without limitation, reasonable attorneys' fees and expenses (whether or not litigation shall be commenced in aid thereof). All parties hereto severally waive presentment for payment, demand, protest, notice of protest and notice of dishonor. VIRBAC CORPORATION PAGE 45 This Note shall be governed by and construed in accordance with the internal laws of the State of Missouri.
Appears in 1 contract
Samples: Credit Agreement (Virbac Corp)
Gentlemen. The undersigned desires to borrow In accordance with Section 7.15 of the Indenture, the undersigned, as Trustee, hereby certifies that, except as noted on _______________the Schedule of Exceptions attached hereto, ____, a(n) [Revolving Credit Loan, Swingline Loan, Acquisition Revolving Credit Loan] (as defined for each Mortgage Loan listed in the Credit Agreement) in an aggregate principal amount of _____________ pursuant schedule to the Credit AgreementIndenture (other than any Mortgage Loan paid in full or listed on the attachment hereto) it has received a complete Trustee Mortgage Loan File which includes each of the documents required to be included in the Trustee Mortgage Loan File as set forth in the definition of "Mortgage Loan Documents" in the Indenture. Such The Trustee has made no an independent examination of any documents contained in any Mortgage File beyond the review specifically required in Section 7.15 of the Indenture. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any documents contained in any Trustee Mortgage Loan shall be (check one): ______ Prime Loan ______ LIBOR Loan if a Revolving Credit Loan, shall be borrowed and repaid in [US Dollars, Pounds Sterling, Deutsche Marks, Euros]; and if a LIBOR Loan, shall be File for an Interest Period any of _________ (one, two, three or six) months. Accordingly, the undersigned requests that you make available Mortgage Loans listed on the schedule to the undersigned said amount on said dateIndenture, (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan or (iii) whether any Trustee Mortgage Loan File should include any flood insurance policy, any rider, addenda, surety or guaranty agreement, power of attorney, buy down agreement, assumption agreement, modification agreement, written assurance or substitution agreement. The undersigned hereby represents Capitalized words and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreement, and no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, XXXXXX COMPANIES, INC. XXXXXX CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIES, INC. CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITES, INC. ENGINEERING TECHNOLOGY CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- EXHIBIT F ---------- FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certificate is delivered pursuant to Section 3.1(c) of that certain Credit Agreement dated as of November 19, 1999 (as the same may from time to time be amended, modified, extended or renewed, the "Credit Agreement"), by and among Xxxxxx Companies, Inc., a Missouri corporation, Xxxxxx Corporation, a Missouri corporation, Zoltek Intermediates Corporation, a Missouri corporation, Zoltek Properties, Inc., a Missouri corporation, Cape Composites, Inc., a California corporation, and Engineering Technology Corporation, a Missouri corporation (collectively, the "Borrowers"), Mercantile Bank National Association, as agent (the "Agent"), and the lenders party thereto. Each capitalized term phrases used herein without definition shall have the meaning ascribed respective meanings assigned to such term them in the Credit Agreementabove-captioned Indenture. The Borrowers hereby jointly and severally represent and warrant to the Agent and the Lenders that the following information is true----------------------------------, correct and complete in all material respects as of Trustee By: _________________, ______:_____ Its: ____________________________ ________________________________________________________________________________ ________________________________________________________________________________ UNION PLANTERS MORTGAGE FINANCE CORP., as Depositor, AND --------------------------------, as Trustee _____________ SERIES __ SUPPLEMENT Dated as of 1, 19 -------- -- TO
Appears in 1 contract
Gentlemen. For value received, the undersigned beneficiary hereby irrevocably transfers to the following institution (the "TRANSFEREE"), which has succeeded to us as Trustee under the Amended and Restated Indenture of Mortgage and Deed of Trust dated as of November 1, 1994, from the Metrocrest Hospital Authority in favor of the undersigned, all rights of the beneficiary to draw under the Letter of Credit in its entirety. (Name of Transferee) (Address) By this transfer, all rights of the undersigned beneficiary in the Letter of Credit are transferred to the Transferee, and the Transferee shall have the sole rights as beneficiary of the Letter of Credit, including sole rights relating to any amendments, whether increases or extensions or other amendments and whether now existing or hereafter made. All amendments are to be advised direct to the Transferee without necessity of any consent of or notice to us. The undersigned desires Transferee hereby directs the Bank to borrow on make all payments of drafts drawn by the Transferee under the Letter of Credit to account number _____________ at _______________, ____, a(n) [Revolving Credit Loan, Swingline Loan, Acquisition Revolving Credit Loan] (as defined in the Credit Agreement) in an aggregate principal amount of _____________ pursuant . The advice of such Letter of Credit is returned herewith, and the Trustee asks the Bank to endorse the transfer on the reverse thereof, and forward the Letter of Credit to the Credit Agreement. Such Loan shall be (check one): ______ Prime Loan ______ LIBOR Loan if a Revolving Credit Loan, shall be borrowed and repaid in [US Dollars, Pounds Sterling, Deutsche Marks, Euros]; and if a LIBOR Loan, shall be for an Interest Period Transferee with the Bank's customary notice of _________ (one, two, three or six) months. Accordingly, the undersigned requests that you make available to the undersigned said amount on said date. The undersigned hereby represents and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreement, and no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested herebytransfer. Very truly yours, XXXXXX COMPANIES, INC. XXXXXX CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIES, INC. CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITES, INC. ENGINEERING TECHNOLOGY CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- EXHIBIT F ---------- FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certificate is delivered pursuant to Section 3.1(c) of that certain Credit Agreement dated as of November 19, 1999 (as the same may from time to time be amended, modified, extended or renewed, the "Credit Agreement"), by and among Xxxxxx Companies, Inc., a Missouri corporation, Xxxxxx Corporation, a Missouri corporation, Zoltek Intermediates Corporation, a Missouri corporation, Zoltek Properties, Inc., a Missouri corporation, Cape Composites, Inc., a California corporation, and Engineering Technology Corporation, a Missouri corporation (collectively, the "Borrowers"), Mercantile Bank National Association, as agent (the "Agent"), and the lenders party thereto. Each capitalized term used herein without definition shall have the meaning ascribed to such term in the Credit Agreement. The Borrowers hereby jointly and severally represent and warrant to the Agent and the Lenders that the following information is true, correct and complete in all material respects as of SIGNATURE AUTHENTICATED ____________________, Trustee ________________________ By:__________________________ (Bank) Title:_______________________ ________________________ (Authorized Signature) SIGNATURE AUTHENTICATED _____________________________ By:__________________________ Title:_______________________ Transferee ________________________ (Bank) ________________________ (Authorized Signature) ANNEX IV TO SERIES B LETTER OF CREDIT NOTICE OF EXTENSION OF LETTER OF CREDIT NO. S00031639 ______________________, 19___ _______________________, Trustee _______________________ _______________________ _______________________ National Medical Enterprises, Inc. 0000 Xxxxxxxx Xxxxxx Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Appears in 1 contract
Samples: Securities Pledge and Security Agreement (Tenet Healthcare Corp)
Gentlemen. The Reference is made to the Agreement for defined terms used herein. Pursuant to Section I(3)(a)(i) of the Agreement, this letter constitutes notice that the undersigned desires to borrow on ___obtain an Advance in the principal amount of $____________, ____with respect to the Eligible Assets shown on the attached Commercial Loan/Asset Schedule. Attached as Schedule I hereto is the calculation of the Advanced Amount in accordance with the Agreement including a breakdown of each calculation required to determine such Advanced Amount. The Borrower further represents, a(nwarrants and certifies that: (1) [Revolving Credit Loanthe undersigned has no notice or knowledge of any Event of Default; (2) the representations, Swingline Loan, Acquisition Revolving Credit Loan] (as defined warranties and covenants in the Credit Agreement) in an aggregate principal amount of _____________ pursuant Agreement relating to the Credit Agreement. Such Loan shall be (check one): ______ Prime Loan ______ LIBOR Loan if a Revolving Credit Eligible Assets shown on the attached Commercial Loan, shall be borrowed /Asset Schedule are true and repaid in [US Dollars, Pounds Sterling, Deutsche Marks, Euros]; and if a LIBOR Loan, shall be for an Interest Period of _________ (one, two, three or six) months. Accordingly, the undersigned requests that you make available to the undersigned said amount on said date. The undersigned hereby represents and warrants to you that correct as of the date hereof all of the representations and warranties of the undersigned contained in the Credit Agreement are shall be true and correct on the date of the Advance requested herein, before and after giving effect thereto; and (3) each of the conditions precedent to an Advance listed in all material respects on and Section I(2) of the Agreement has been satisfied as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreement, and no Default or Event of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested herebyhereof. Very truly yours, XXXXXX COMPANIES[Insert Appropriate Borrower Name] AMRESCO CAPITAL TRUST By: ---------------------------------- Name: -------------------------------- Title: ------------------------------- AMREIT I, INC. XXXXXX CORPORATION By: By: --------------------------- ------------------------------- ---------------------------------- Name: Name: ------------------------- ----------------------------- -------------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIES------------------------------- Exhibit D-1 121 AMREIT II, INC. CORPORATION By: By: --------------------------- ------------------------------- ---------------------------------- Name: Name: ------------------------- ----------------------------- -------------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITES------------------------------- ACT EQUITIES, INC. ENGINEERING TECHNOLOGY CORPORATION By: ---------------------------------- Name: -------------------------------- Title: ------------------------------- ACT HOLDINGS, INC. By: --------------------------- ------------------------------- ---------------------------------- Name: Name: ------------------------- ----------------------------- -------------------------------- Title: Title: ------------------------ ---------------------------- EXHIBIT F ---------- ------------------------------- Exhibit D-2 122 Exhibit E FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certificate is delivered pursuant to Section 3.1(c) of that certain Credit COMMERCIAL LOAN/ASSET SCHEDULE Exhibit E-1 123 Exhibit F FORM OF WARRANT AGREEMENT Warrant Agreement dated as of November 19May 4, 1999 between AMRESCO Capital Trust and Prudential Securities Incorporated (filed as the same may from time to time be amended, modified, extended or renewed, the "Credit Agreement"), by and among Xxxxxx Companies, Inc., a Missouri corporation, Xxxxxx Corporation, a Missouri corporation, Zoltek Intermediates Corporation, a Missouri corporation, Zoltek Properties, Inc., a Missouri corporation, Cape Composites, Inc., a California corporation, and Engineering Technology Corporation, a Missouri corporation (collectively, the "Borrowers"), Mercantile Bank National Association, as agent (the "Agent"), and the lenders party thereto. Each capitalized term used herein without definition shall have the meaning ascribed to such term in the Credit Agreement. The Borrowers hereby jointly and severally represent and warrant Exhibit 10.2 to the Agent Registrant's Current Report on Form 10-Q for the quarterly period ended March 31, 1999 filed with the Securities and the Lenders that the following information Exchange Commission on May 13, 1999, which exhibit is true, correct and complete in all material respects as of _________________, ______:incorporated herein by reference).
Appears in 1 contract
Samples: Interim Warehouse and Security Agreement (Amresco Capital Trust)
Gentlemen. The undersigned desires In accordance with the above-referenced Lease, we wish to borrow on _______________advise and/or confirm as follows: That the leased premises have been accepted by Tenant as being substantially complete in accordance with the Lease, ____and that there is no deficiency in construction. That Tenant has accepted and is in possession of the leased premises, a(n) [Revolving Credit Loanand acknowledges that under the provisions of the Lease, Swingline Loan, Acquisition Revolving Credit Loan] (as defined in the Credit Agreement) in an aggregate principal amount Term of _____the Lease is ________ pursuant to the Credit Agreement. Such Loan shall be (check one): years, with ______ Prime Loan ______ LIBOR Loan if a Revolving Credit Loan, shall be borrowed and repaid in [US Dollars, Pounds Sterling, Deutsche Marks, Euros]; and if a LIBOR Loan, shall be option(s) to renew for an Interest Period of _________ (one, two, three or six) months. Accordingly, the undersigned requests that you make available to the undersigned said amount on said date. The undersigned hereby represents and warrants to you that as of the date hereof all of the representations and warranties of the undersigned contained in the Credit Agreement are true and correct in all material respects on and as of the date hereof as if made on the date hereof except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall remain true and correct in all material respects on and as of such earlier date and for purposes of this Notice, the representations and warranties made by Borrowers in Section 6.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements of Parent delivered to the Lenders pursuant to Section 7.1(a) of the Credit Agreementyears each, and no Default or Event commenced upon the commencement date of Default (as defined in the Credit Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, XXXXXX COMPANIES, INC. XXXXXX CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- ZOLTEK INTERMEDIATES ZOLTEK PROPERTIES, INC. CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- CAPE COMPOSITES, INC. ENGINEERING TECHNOLOGY CORPORATION By: By: --------------------------- ------------------------------- Name: Name: ------------------------- ----------------------------- Title: Title: ------------------------ ---------------------------- EXHIBIT F ---------- FORM OF BORROWING BASE CERTIFICATE ---------------------------------- This Borrowing Base Certificate is delivered pursuant to Section 3.1(c) of that certain Credit Agreement dated as of November 19, 1999 (as the same may from time to time be amended, modified, extended or renewed, the "Credit Agreement"), by and among Xxxxxx Companies, Inc., a Missouri corporation, Xxxxxx Corporation, a Missouri corporation, Zoltek Intermediates Corporation, a Missouri corporation, Zoltek Properties, Inc., a Missouri corporation, Cape Composites, Inc., a California corporation, and Engineering Technology Corporation, a Missouri corporation (collectively, the "Borrowers"), Mercantile Bank National Association, as agent (the "Agent"), and the lenders party thereto. Each capitalized term used herein without definition shall have the meaning ascribed to such term in the Credit Agreement. The Borrowers hereby jointly and severally represent and warrant to the Agent and the Lenders that the following information is true, correct and complete in all material respects as of _________________, ______:_ and is currently scheduled to expire on _______________, subject to earlier termination as provided in the Lease. That in accordance with the Lease, rental payment has commenced (or shall commence) on ______________. If the commencement date of the Lease is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the final billing, shall be for the full amount of the monthly installment as provided for in the Lease. Rent is due and payable in advance on the first day of each and every month during the Term of the Lease. Your rent checks should be made payable to _________________________ at__________________. The exact Floor Area within the leased premises is _________ square feet. Tenant's initial charge under Section 8.3 of the Lease (Common Areas) is ____________________________ EXHIBIT "D" AGREED AND ACCEPTED TENANT: LANDLORD: ______________________________ _________________________________ By: By: ------------------------- --------------------------- By: By: ------------------------- --------------------------- SAMPLE ONLY [NOT FOR EXECUTION] EXHIBIT "E" MENU TO BE PROVIDED HOLOWORLD RIDER ----------------------------------------------------------------
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