Independence of Covenants. 76 10.17. Integration.................................................76 SCHEDULE 1 Lenders ANNEX I Schedule of Existing Debt ANNEX II Schedule of Subsidiaries ANNEX III Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Exhibit A - Form of Term Note Exhibit B-1 - Form of Georgia Mortgage Exhibit B-2 - Form of Illinois Mortgage Exhibit C - Form of Borrower Securities Pledge Agreement Exhibit D - Form of Borrower Intellectual Property Security Agreement Exhibit E - Form of Borrower General Security Agreement Exhibit F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Exhibit G - Form of Johnson Products General Sxxxxxxx Agreement Exhibit H - Form of Dermablend Intellectual Property Security Agreement Exhibit I - Form of Holdings Guarantee Exhibit J - Form of Holdings Securities Pledge Agreement Exhibit K - Form of Subsidiary Guarantee Exhibit L - Form of Assignment and Assumption Agreement SECURED TERM LOAN AGREEMENT, dated as of December 8, 1998 (this "Agreement"), between CARSON PRODUCTS COMPANY, x Xxlaware corporation (the "Borrower"), CARSON, INC., a Delaware xxxxxration ("Holdings"), the lenders named on Schedule 1 hereto (the "Lenders"), QUANTUM PARTNERS LDC, as administrative agent (together with its successors and assigns, the "Administrative Agent") and NORWEST BANK MINNESOTA, N.A., as collateral agent (together with its successors and assigns, the "Collateral Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.
Appears in 1 contract
Independence of Covenants. 76 10.17. Integration.................................................76 SCHEDULE 1 Lenders ANNEX I Schedule of Existing Debt ANNEX II Schedule of Subsidiaries ANNEX III Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics 111 Section 12.13 Change in Accounting Principles, Fiscal Year or Tax Laws..................................111 Section 12.14 Headings Descriptive; Entire Agreement....................................................112 Section 12.15 Maximum Interest Rate.....................................................................112 Exhibits Exhibit A - Form of Term Note Exhibit B-1 - Form of Georgia Mortgage Exhibit B-2 - Form of Illinois Mortgage Exhibit C - Form of Borrower Securities Pledge Agreement Exhibit D - Form of Borrower Intellectual Property Security Agreement Exhibit E - Form of Borrower General Security Agreement Exhibit F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Exhibit G - Form of Johnson Products General Sxxxxxxx Agreement Exhibit H - Form of Dermablend Intellectual Property Security Agreement Exhibit I - Form of Holdings Guarantee Exhibit J - Form of Holdings Securities Pledge Agreement Exhibit K - Form of Subsidiary Guarantee Exhibit L - -- Form of Assignment and Acceptance Agreement Exhibit B -- Form of Revolving Credit Note Exhibit C -- Form of Term A Note Exhibit D -- Form of Term B Note Exhibit E -- Form of Swingline Note Exhibit F -- Form of Closing Certificate Exhibit G -- Form of Compliance Certificate Exhibit H -- Form of Borrowing Base Certificate Exhibit I -- Assumption Agreement SECURED Schedules Schedule 3.01 -- Term A Loan Amortization Schedule Schedule 4.01 -- Term B Loan Amortization Schedule Schedule 7.02 -- Consents Schedule 7.05 -- Litigation Schedule 7.08 -- Environmental Schedule 7.13 -- Subsidiaries Schedule 7.15 -- ERISA Schedule 7.17 -- Ownership of Property Schedule 7.21 -- Payment and Dividend Restrictions Schedule 8.11 -- Bank Accounts Schedule 9.01 -- Indebtedness Schedule 9.02 -- Liens Schedule 9.04 -- Investments Schedule 9.08 -- Transaction with Affiliates REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as of December 8, 1998 AGREEMENT THIS REVOLVING CREDIT AND TERM LOAN AGREEMENT (this "Agreement")) is made and entered into as of March 6, between CARSON PRODUCTS COMPANY2000, x Xxlaware corporation by and among CIC ACQUISITION SUB, INC., a South Carolina corporation, (the "Borrower"), CARSON, INC.SUNTRUST BANK, a Delaware xxxxxration Georgia banking corporation ("HoldingsSunTrust"), and the lenders named on Schedule 1 hereto other banks and lending institutions that are signatories to this Agreement or that hereafter become "Lenders" as provided herein (SunTrust and such other banks and lending institutions, individually a "Lender" and collectively, the "Lenders"), QUANTUM PARTNERS LDCSunTrust, in its capacity as administrative agent Agent for the Lenders (together with its successors and assigns, the "Administrative Agent") and NORWEST BANK MINNESOTA, N.A., as collateral agent (together with its successors and assigns, the "Collateral Agent"). Unless otherwise , and as Security Agent for the Beneficiaries (defined hereinbelow) (the "Security Agent"), all capitalized terms used herein as Issuing Bank (the "Issuing Bank"), as Swingline Lender (the "Swingline Lender"), GMAC COMMERCIAL CREDIT LLC, in its capacity as Syndication Agent, and defined HELLXX XXXANCIAL, INC., in Section 9 are used herein its capacity as so definedDocumentation Agent.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Conso International Corp)
Independence of Covenants. 76 10.17. Integration.................................................76 SCHEDULE 1 Lenders ANNEX I 77 Section 10.13 Change in Accounting Principles, Fiscal Year or Tax Laws....................................................77 Section 10.14 Headings Descriptive; Entire Agreement..................78 Schedule of Existing Debt ANNEX II Schedule 5.01 Organization and Ownership of Subsidiaries ANNEX III Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V 5.05 Certain Pending and Threatened Litigation Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII 5.09(a) Environmental Compliance Schedule of Litigation ANNEX VIII 5.09(b) Environmental Notices Schedule of Consents ANNEX IX 5.09(c) Environmental Permits Schedule of 5.11 No Defaults Schedule 5.12 Burdensome Restrictions ANNEX X Environmental Schedule 5.13 Tax Filings and Payments Schedule 5.14 Material Subsidiaries Schedule 5.16 Employee Benefit Matters ANNEX XI Taxes ANNEX XII Schedule of 5.17 Patent, Trademark, License, and Other Intellectual Property ANNEX XIII Matters Schedule 5.18 Ownership of Properties Schedule 5.19 Labor and Employment Matters Schedule 5.22 Dividend Restrictions Schedule 5.23 Disclosure Schedule 7.01 Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Indebtedness Schedule 7.02 Existing Liens EXHIBITS Exhibit A - Form of Term Amended and Restated Revolving Credit Note Exhibit B-1 B - Form of Georgia Mortgage Exhibit B-2 - Form of Illinois Mortgage Amended and Restated Swing Line Note Exhibit C - Form of Borrower Securities Pledge Subsidiary Guaranty Agreement Exhibit D - Form of Borrower Intellectual Property Security Agreement Closing Certificate Exhibit E - Form of Borrower General Security Agreement Opinion of Powell, Goldstein, Xxxxxx & Xxxxxx, LLP Exhibit F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Assignment and Acceptance Exhibit G - Form of Johnson Products General Sxxxxxxx Agreement Letter of Credit Application Exhibit H - Form of Dermablend Intellectual Property Security Agreement Compliance Certificate Exhibit I - Form of Holdings Guarantee Exhibit J - Form of Holdings Securities Pledge Agreement Exhibit K - Form of Subsidiary Guarantee Exhibit L - Form of Assignment and Assumption Agreement SECURED TERM LOAN AGREEMENT, dated as of December 8, 1998 A AMENDED AND RESTATED CREDIT AGREEMENT THIS CREDIT AGREEMENT (this "Agreement")) made and entered into as of July 2, between CARSON PRODUCTS COMPANY1998, x Xxlaware by and among XXXXXXXX HEALTH CARE, INC., a Georgia corporation (the "Borrower"), CARSONSUNTRUST BANK, INC.ATLANTA, a Delaware xxxxxration banking corporation organized under the laws of the State of Georgia ("HoldingsSunTrust"), the lenders named other banks and lending institutions listed on Schedule 1 hereto the signature pages hereof, and any assignees of SunTrust, or such other banks and lending institutions which become "Lenders" as provided herein (SunTrust and such other banks, lending institutions, and assignees referred to collectively herein as the "Lenders"), QUANTUM PARTNERS LDCSUNTRUST BANK, ATLANTA, as administrative agent the issuing bank (together with its successors and assigns, the "Administrative Issuing Bank"), SUNTRUST BANK, ATLANTA, as Agent (the "Agent") for the Issuing Bank and NORWEST BANK MINNESOTAthe Lenders, and WACHOVIA BANK, N.A., as collateral agent Co-Agent (together with its successors and assigns, the "Collateral Co-Agent"). Unless otherwise defined herein, all capitalized terms used herein ) for the Issuing Bank and defined in Section 9 are used herein as so defined.the Lenders;
Appears in 1 contract
Independence of Covenants. 76 10.17. Integration.................................................76 SCHEDULE 1 Lenders ANNEX I 90 14.21 Reliance on and Survival of Various Provisions........................................90 14.22 Complete Agreement; Amendment and Restatement.........................................90 EXHIBIT 10.1 TABLE OF CONTENTS (Continued) SCHEDULES Schedule 1.1 Pricing Matrix Schedule 1.2 Percentages Schedule 2 Insurance Deposits (Permitted Liens) Schedule 3.1 Existing Letters of Existing Debt ANNEX II Credit Schedule of Subsidiaries ANNEX III Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI 6.2 List of Mortgaged Real Property ANNEX VII Jurisdictions in which Company and/or Subsidiaries do business Schedule 6.3 List of Litigation ANNEX VIII Jurisdictions in which to file financing statements Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV 7.9 Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Exhibit Schedule 7.12 Litigation Schedule 7.16 Employee Pension Benefit Plans Schedule 7.18 Environmental Matters Schedule 7.19 Subsidiaries Schedule 7.20 Contingent Obligations Schedule 8.8 Environmental Actions Schedule 8.21 Real Estate Documentation Schedule 9.1 Existing Debt Schedule 9.2 Permitted Liens Schedule 14.6 Notices EXHIBITS A - Form of Term Note Exhibit B-1 - Form of Georgia Mortgage Exhibit B-2 - Form of Illinois Mortgage Exhibit FORM OF REQUEST FOR REVOLVING CREDIT ADVANCE B FORM OF REVOLVING CREDIT NOTE C - Form of Borrower Securities Pledge FORM OF NOTICE OF LETTERS OF CREDIT D FORM OF REQUEST FOR SWING LINE ADVANCE E FORM OF SWING LINE NOTE F FORM OF SWING LINE BANK PARTICIPATION CERTIFICATE G [Reserved] H FORM OF COVENANT COMPLIANCE REPORT I FORM OF ASSIGNMENT AGREEMENT J FORM OF SUBORDINATION PROVISIONS K FORMS OF INTERCOMPANY NOTE L FORM OF REAFFIRMATION OF CERTAIN LOAN DOCUMENTS SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This Second Amended and Restated Revolving Credit Agreement Exhibit D - Form of Borrower Intellectual Property Security Agreement Exhibit E - Form of Borrower General Security Agreement Exhibit F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Exhibit G - Form of Johnson Products General Sxxxxxxx Agreement Exhibit H - Form of Dermablend Intellectual Property Security Agreement Exhibit I - Form of Holdings Guarantee Exhibit J - Form of Holdings Securities Pledge Agreement Exhibit K - Form of Subsidiary Guarantee Exhibit L - Form of Assignment and Assumption Agreement SECURED TERM LOAN AGREEMENT, dated as of December 8, 1998 (this "Agreement") is made as of the 23rd day of June, 1998, by and among the financial institutions from time to time signatory hereto (individually a "Bank," and any and all such financial institutions collectively the "Banks"), between CARSON PRODUCTS COMPANYComerica Bank, x Xxlaware as structuring, documentation and administrative agent for the Banks (in such capacity, "Agent"), and Aqua-Chem, Inc., a Delaware corporation (the "BorrowerCompany"), CARSON, INC., a Delaware xxxxxration ("Holdings"), the lenders named on Schedule 1 hereto (the "Lenders"), QUANTUM PARTNERS LDC, as administrative agent (together with its successors and assigns, the "Administrative Agent") and NORWEST BANK MINNESOTA, N.A., as collateral agent (together with its successors and assigns, the "Collateral Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.;
Appears in 1 contract
Samples: Security Agreement (Aqua Chem Inc)
Independence of Covenants. 76 10.1788 Section 10.13. Integration.................................................76 SCHEDULE 1 Lenders ANNEX I Schedule of Existing Debt ANNEX II Schedule of Subsidiaries ANNEX III Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Change in Accounting Principles, Fiscal Year or Tax Laws.......................................... 88 Section 10.14. Intent Not To Violate Usury Laws.................. 89 Section 10.15. Headings Descriptive; Entire Agreement............ 89 EXHIBITS -------- Exhibit A - Form of Term Revolving Note Exhibit B-1 B - Form of Georgia Mortgage Swing Line Note Exhibit B-2 C-1 - Form of Illinois Mortgage Parent Guaranty Exhibit C C-2 - Form of Borrower Securities Pledge Agreement Subsidiary Guaranty Exhibit D - Form of Borrower Intellectual Property Security Contribution Agreement Exhibit E - Form of Borrower General Security Agreement Exhibit F F-1 - Form of Johnson Products Intellectxxx Xxxperty Pledge and Security Agreement Exhibit F-2 - Form of Parent Pledge and Security Agreement Exhibit G - Form of Johnson Products General Sxxxxxxx Agreement Closing Certificate Exhibit H H-1 - Form of Dermablend Intellectual Property Security Agreement Borrower's Counsel Opinion Exhibit H-2 - Form of Tennessee's Counsel Opinion Exhibit I - Form of Holdings Guarantee Compliance Certificate Exhibit J - Form of Holdings Securities Pledge Assignment and Acceptance Agreement Exhibit K - Form of Subsidiary Guarantee Exhibit L Trademark Security Agreement SCHEDULES --------- Schedule 4.01 - Form UCC Search Locations Schedule 5.01 - Subsidiaries Schedule 5.05 - Litigation Schedule 5.08(a) - Environmental Claims Schedule 5.08(b) - Environmental Notices Schedule 5.10 - Defaults Schedule 5.11 - Burdensome Restrictions Schedule 5.12 - Taxes Schedule 5.13 - Material Subsidiaries Schedule 5.15 - Employee Benefit Matters Schedule 5.16 - Patent, Trademark, License, and Other Intellectual Property Matters Schedule 5.17 - Ownership of Assignment Properties Schedule 5.20 - Labor and Assumption Agreement SECURED TERM LOAN AGREEMENT, dated Employment Matters Schedule 5.21 - Dividend Restrictions Schedule 7.01 - Existing Indebtedness Schedule 7.02 - Existing Liens CREDIT AGREEMENT ---------------- THIS CREDIT AGREEMENT made and entered into as of December 8September 26, 1998 1997, by and among TKC ACQUISITION CORP., a Tennessee corporation (this the "AgreementAcquisition ----------- Sub"), between CARSON PRODUCTS ) to be merged with and into THE XXXXXXX COMPANY, x Xxlaware a Tennessee corporation --- (the surviving corporation hereinafter referred to as the "Borrower"), CARSONSUNTRUST -------- BANK, INC.ATLANTA, a Delaware xxxxxration banking corporation organized under the laws of the State of Georgia ("HoldingsSunTrust"), the lenders named other banks and lending institutions listed on Schedule 1 hereto the -------- signature pages hereof, and any assignees of SunTrust or such other banks and lending institutions which become "Lenders" as provided herein (SunTrust, and such other banks, lending institutions, and assignees referred to collectively herein as the "Lenders"), QUANTUM PARTNERS LDCSUNTRUST BANK, ATLANTA, in its capacity as administrative agent for ------- the Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (together with its successors and assigns, the "Administrative Agent") and NORWEST UNION BANK MINNESOTAOF ----- SWITZERLAND, N.A.NEW YORK BRANCH, in its capacity as collateral syndication agent for such Lenders (together with its successors and assigns, the "Collateral Syndication Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.; ----------- -----
Appears in 1 contract
Samples: Credit Agreement (Krystal Company)
Independence of Covenants. 76 10.1790 11.14. Integration.................................................76 Forum Selection and Consent to Jurisdiction...............91 11.15. Waiver of Jury Trial......................................91 SCHEDULE 1 Lenders ANNEX I - Disclosure Schedule of Existing Debt ANNEX SCHEDULE II Schedule of Subsidiaries ANNEX III Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Exhibit - Intercompany Subordination Provisions EXHIBIT A - Form of Term Revolving Loan Note Exhibit B-1 EXHIBIT B - Form of Georgia Mortgage Exhibit B-2 Competitive Bid Loan Note EXHIBIT C-1 - Form of Illinois Mortgage Exhibit C Revolving Loan Borrowing Request EXHIBIT C-2 - Form of Borrower Securities Pledge Agreement Exhibit D Competitive Bid Loan Borrowing Request EXHIBIT D-1 - Form of Borrower Intellectual Property Security Agreement Exhibit E Invitation for Bid Loan Offers EXHIBIT D-2 - Form of Borrower General Security Agreement Exhibit Competitive Bid Loan Offer EXHIBIT D-3 - Form of Competitive Bid Loan Acceptance EXHIBIT E - Intentionally Omitted EXHIBIT F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Exhibit Continuation/Conversion Notice EXHIBIT G - Form of Johnson Products General Sxxxxxxx Lender Assignment Agreement Exhibit EXHIBIT H - Form of Dermablend Intellectual Property Security Agreement Exhibit Compliance Certificate EXHIBIT I - Form Conformed Copy of Holdings Guarantee Exhibit ADT Limited Guaranty EXHIBIT J - Form of Holdings Securities Pledge Agreement Exhibit K - Form Conformed Copy of Subsidiary Guarantee Exhibit L - Form of Assignment and Assumption Agreement SECURED TERM LOAN AGREEMENTGuarantor Guaranty EXHIBIT A REVOLVING NOTE New York, dated as of December 8New York $__________________________ January 14, 1998 (this "Agreement")1997 FOR VALUE RECEIVED, between CARSON PRODUCTS COMPANYthe undersigned, x Xxlaware ADT OPERATIONS, INC., a Delaware corporation (the "Borrower"), CARSONpromises to pay to the order of ____________________ (the "Lender") on _________, INC.19__ the principal sum of _________________ DOLLARS ($ ________) or, a Delaware xxxxxration if less, the aggregate unpaid principal amount of all Revolving Loans shown on the schedule attached hereto (and any continuation thereof) made by the Lender pursuant to that certain Credit Agreement, dated as of January __, 1997 (together with all amendments and other modifications, if any, from time to time thereafter made thereto, the "HoldingsCredit Agreement"), among the lenders named on Schedule 1 hereto Borrower, the financial institutions as are or may become parties thereto (collectively, the "Lenders"), QUANTUM PARTNERS LDCand The Bank of Nova Scotia ("Scotiabank"), individually and as administrative agent (together with its successors and assigns, the "Administrative Agent") for the Lenders. The Borrower also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from the date hereof until maturity (whether by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and NORWEST BANK MINNESOTAon the dates specified in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America in same day or immediately available funds to the account designated by the Agent pursuant to the Credit Agreement. This Note is one of the Revolving Notes referred to in, N.A., as collateral agent (together with its successors and assignsevidences Indebtedness incurred under, the "Collateral Agent")Credit Agreement, to which reference is made for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Note and on which such Indebtedness may be declared to be immediately due and payable. Unless otherwise defined hereindefined, all capitalized terms used herein have the meanings provided in the Credit Agreement. All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and defined in Section 9 are used herein as so defined.notice of dishonor. THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. ADT OPERATIONS, INC. By: _______________________________ Title: REVOLVING LOANS AND PRINCIPAL PAYMENTS Amount of Revolving Amount of Principal Unpaid Principal Loan Made Interest Repaid Balance --------------------- (Period ----------------------- --------------------- Alternate (If Ap- Alternate Alternate Base LIBO plic- Base LIBO Base LIBO Notation Date Rate Rate able) Rate Rate Rate Rate Total Made By ---- --------- ---- -------- --------- ---- --------- ---- ----- -------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- EXHIBIT B COMPETITIVE BID LOAN NOTE $250,000,000 New York, New York January 14, 1997
Appears in 1 contract
Samples: Credit Agreement (Adt Limited)
Independence of Covenants. 76 10.17. Integration.................................................76 SCHEDULE 1 Lenders ANNEX I Schedule 82 Section 15.20 Waiver of Existing Debt ANNEX II Schedule of Subsidiaries ANNEX III Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Exhibit Jury Trial.............................................82 Section 15.21 Confidentiality..................................................83 Section 15.22 Foreign Lenders..................................................83 Section 15.23 Amendment and Restatement........................................84 INDEX TO EXHIBITS EXHIBIT A - Form of Term Revolving Note Exhibit B-1 - EXHIBIT B Form of Georgia Mortgage Exhibit B-2 - Form of Illinois Mortgage Exhibit Swingline Note EXHIBIT C - Form of Borrower Securities Pledge Agreement Exhibit D - Form of Borrower Intellectual Property Security Agreement Exhibit E - Form of Borrower General Security Agreement Exhibit F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Exhibit G - Form of Johnson Products General Sxxxxxxx Agreement Exhibit H - Form of Dermablend Intellectual Property Security Agreement Exhibit I - Form of Holdings Guarantee Exhibit J - Form of Holdings Securities Pledge Agreement Exhibit K - Form of Subsidiary Guarantee Exhibit L - Form of Assignment and Assumption Acceptance EXHIBIT D Form of Compliance Certificate EXHIBIT E Form of Subsidiary Guaranty EXHIBIT F Form of Notice of Borrowings, Conversions, Continuations or Prepayments EXHIBIT G Form of Joinder Agreement SECURED TERM LOAN AGREEMENT, dated as EXHIBIT H Form of December 8, 1998 Acknowledgment of Intercreditor Agreement INDEX TO SCHEDULES Schedule 1 Existing Letters of Credit Schedule 9.4 Operation of Business Schedule 9.5 Litigation and Judgments Schedule 9.9 Debt Schedule 9.10 Taxes Schedule 9.12 ERISA Matters Schedule 9.14 Subsidiaries; Capitalization Schedule 9.15 Material Agreements Schedule 9.19 Environmental Matters Schedule 9.20 Broker's Fees Schedule 9.21 Employee Matters Schedule 11.2 Permitted Liens Schedule 11.5 Investments Schedule 15.13 Addresses for Notices SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), between CARSON PRODUCTS COMPANYdated as of October 22, x Xxlaware 2002, is among WILLIAMS-SONOMA, INC., a corporation duly organized and validly existxxx xxxxr the laws of the State of California (the "Borrower"), CARSON, INC.each of the banks or other lending institutions which is (or which may from time to time become) a party hereto or any successor or assignee thereof pursuant to Section 15.8(b) (individually, a Delaware xxxxxration ("Holdings")Lender" and, the lenders named on Schedule 1 hereto (collectively, the "Lenders"), QUANTUM PARTNERS LDCand BANK OF AMERICA, N.A., a national banking association, as administrative agent for the Lenders (in its capacity as administrative agent, together with its successors and assignsin such capacity, the "Administrative Agent") and NORWEST BANK MINNESOTA, N.A., as collateral agent (together with its successors and assigns, the "Collateral Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so definedL/C Issuer.
Appears in 1 contract
Independence of Covenants. 76 10.17. Integration.................................................76 SCHEDULE 1 Lenders ANNEX I Schedule 79 Section 13.20 Confidentiality.......................................................................79 Section 13.21 WAIVER OF JURY TRIAL..................................................................80 Section 13.22 Approvals and Consent.................................................................80 Section 13.23 Service of Existing Debt ANNEX II Schedule of Subsidiaries ANNEX III Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Process....................................................................81 INDEX TO EXHIBITS Exhibit A - Form of Term Note Assignment and Acceptance Exhibit B-1 B - Form of Georgia Mortgage Exhibit B-2 - Form of Illinois Mortgage Note Exhibit C - Form of Borrower Securities Pledge Agreement Notice of Borrowings, Conversions, Continuations and Prepayments Exhibit D - Form of Borrower Intellectual Property Security Agreement Compliance Certificate Exhibit E - Form of Borrower General Security Agreement Certificate of No Encumbrances Exhibit F - Form of Johnson Products Intellectxxx Xxxperty Security Pledge Agreement Exhibit G INDEX TO SCHEDULES Schedule 1.1(a) - Form Certain Permitted Holders Schedule 1.1(b) - Certain Permitted Liens Schedule 5.5 - Locations of Johnson Products General Sxxxxxxx Agreement Exhibit H Nortel Networks Equipment to Be Maintained Outside the United States Schedule 7.4 - Form of Dermablend Licenses Schedule 7.5 - Intellectual Property Security Agreement Exhibit I Schedule 7.6 - Form of Holdings Guarantee Exhibit J Litigation, Etc. Schedule 7.7 - Form of Holdings Securities Pledge Agreement Exhibit K Real Property Schedule 7.10 - Form of Subsidiary Guarantee Exhibit L Existing Debt Schedule 7.13 - Form of Assignment Plans Schedule 7.15 - Loan Parties; Capitalization Schedule 7.22 - Material Contracts Schedule 7.25 - Employee Matters Schedule 7.26 - Insurance Schedule 8.13 - Year 2000 Compliance Schedule 8.15 - Telecommunications Assets Not Owned by the Borrower and Assumption Agreement SECURED TERM LOAN its Subsidiaries Schedule 9.3 - Certain Investments Schedule 10.1 - EBITDA CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated as of December 8June 30, 1998 2000, is by and among SAVVIS COMMUNICATIONS CORPORATION, a Delaware corporation (this "AgreementHoldings"), between CARSON PRODUCTS COMPANYSAVVIS COMMUNICATIONS CORPORATION, x Xxlaware a Missouri corporation (the "Borrower"), CARSON, INC.each of the lending entities which is a party hereto (as evidenced by the signature pages of this Agreement) or which may from time to time become a party hereto as a lender or any successor or assignee thereof (individually, a Delaware xxxxxration ("Holdings")Lender" and, the lenders named on Schedule 1 hereto (collectively, the "Lenders"), QUANTUM PARTNERS LDCand NORTEL NETWORKS INC., a Delaware corporation, as administrative agent for itself and the other Lenders (in such capacity, together with its successors and assignsin such capacity, the "Administrative Agent") and NORWEST BANK MINNESOTA, N.A., as collateral agent (together with its successors and assigns, the "Collateral Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.
Appears in 1 contract
Independence of Covenants. 76 10.1779 Section 10.13. Integration.................................................76 Change in Accounting Principles, Fiscal Year or Tax Laws ............. 79 Section 10.14. Headings Descriptive; Entire Agreement ............................... 79 SCHEDULES SCHEDULE 1 Lenders ANNEX I Schedule of Existing Debt ANNEX II Schedule 5.01 Organization and Ownership of Subsidiaries ANNEX III Schedule SCHEDULE 5.01(a) Lack of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of Qualification SCHEDULE 5.05 Certain Pending and Threatened Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X SCHEDULE 5.08 Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of SCHEDULE 5.11 Burdensome Restrictions SCHEDULE 5.12 Tax Filings and Payments SCHEDULE 5.15 Employee Benefit Matters SCHEDULE 5.16 Patent, Trademark, License, and Other Intellectual Property ANNEX XIII Schedule Matters SCHEDULE 5.17 Ownership of Properties SCHEDULE 5.20 Dividend Restrictions SCHEDULE 6.08 Financial Covenant Calculations Second Quarter 1996 SCHEDULE 7.01 Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Exhibit Indebtedness SCHEDULE 7.02 Existing Liens SCHEDULE 7.06 Existing Investments EXHIBITS EXHIBIT A - Form of Term Revolving Note Exhibit B-1 EXHIBIT B - Form of Georgia Mortgage Exhibit B-2 - Form of Illinois Mortgage Exhibit Bid Facility Note EXHIBIT C - Form of Borrower Securities Pledge Agreement Exhibit Letter of Credit Application EXHIBIT D - Form of Borrower Intellectual Property Security Agreement Exhibit Bid Request EXHIBIT E - Form of Borrower General Security Agreement Exhibit Bid Request Invite EXHIBIT F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Exhibit Bid Rate Bid EXHIBIT G - Form of Johnson Products General Sxxxxxxx Agreement Exhibit Bid Rate Acceptance/Rejection EXHIBIT H - Form of Dermablend Intellectual Property Security Agreement Exhibit Amended and Restated Subsidiary Guaranty EXHIBIT I - Form of Holdings Guarantee Exhibit J Closing Certificate EXHIBIT J-1 - Form of Holdings Securities Pledge Agreement Exhibit K Opinion of Dickinson, Wright, Moon, Van Dusen & Freexxx XXXIBIT J-2 - Form of Subsidiary Guarantee Exhibit L Opinion of Kilpxxxxxx & Xody EXHIBIT K - Form of Assignment and Assumption Acceptance Agreement SECURED TERM LOAN AGREEMENT, dated EXHIBIT L - Form of Compliance Certificate THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT made and entered into as of December 8November 14, 1998 1996, by and among INTERMET CORPORATION, a Georgia corporation (this "AgreementIntermet"), between CARSON PRODUCTS COMPANYSUNTRUST BANK, x Xxlaware corporation ATLANTA (the "Borrower"formerly known as Trust Company Bank), CARSON, INC., a Delaware xxxxxration banking corporation organized under the laws of the State of Georgia ("HoldingsSunTrust"), the lenders named other banks and lending institutions listed on Schedule 1 hereto the signature pages hereof, and any assignees of SunTrust, or such other banks and lending institutions which become "Lenders" as provided herein (SunTrust, and such other banks, lending institutions, and assignees referred to collectively herein as the "Lenders"), QUANTUM PARTNERS LDCSUNTRUST BANK, ATLANTA, in its capacity as administrative agent for the Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (together with its successors and assigns, the "Administrative Agent"), NBD BANK ("NBD") and NORWEST FIRST UNION NATIONAL BANK MINNESOTAOF NORTH CAROLINA ("First Union"), N.A., in their respective capacities as collateral agent co-agents for the Lenders (together with its successors and assigns, the "Collateral AgentCo-Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.;
Appears in 1 contract
Independence of Covenants. 76 10.1788 Section 11.13. Integration.................................................76 SCHEDULE 1 Lenders ANNEX I Change in Accounting Principles, Fiscal Year or Tax Laws............ 88 Section 11.14. Headings Descriptive; Entire Agreement.............................. 89 Section 11.15. Disclosure of Confidential Information.............................. 89 Section 11.16. Interest............................................................ 90 Section 11.17 Limitation on Damages............................................... 91 SCHEDULES Schedule of Existing Debt ANNEX II 1.01(a). Applicable Margin and Facility Fee Schedule 1.01(b). Restricted Subsidiaries Schedule 6.1. Organization and Ownership of Subsidiaries ANNEX III Schedule 6.5. Certain Pending and Threatened Litigation Schedule 6.8(a). Environmental Compliance Schedule 6.8(b). Environmental Notices Schedule 6.8(c). Environmental Permits Schedule 6.11. Burdensome Restrictions Schedule 6.13. Subsidiaries Schedule 6.15 ERISA Matters Schedule 6.16. Patent, Trademark, License, and Other Intellectual Property Matters Schedule 6.17. Ownership of Collective Bargaining Agreements ANNEX IV Summary Properties Schedule 6.18. Indebtedness; Liens Schedule 6.20. Labor Matters Schedule 6.21. Dividend Restrictions EXHIBITS Exhibit A Form of Revolving Credit Note Exhibit B Form of Swing Line Note Exhibit C Form of Compliance Certificate Exhibit D Form of Notice of Revolving Borrowing Exhibit E Form of Notice of Swing Line Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Closing Certificate Exhibit H-1 Form of Opinion of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Counsel Exhibit A - H-2 Form of Term Note Opinion of King & Spalding Exhibit B-1 - I Form of Georgia Mortgage Assignment and Acceptance Agreement Exhibit B-2 - J Form of Illinois Mortgage Exhibit C - Form of Borrower Securities Pledge Agreement Exhibit D - Form of Borrower Intellectual Property Security Agreement Exhibit E - Form of Borrower General Security Agreement Exhibit F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Exhibit G - Form of Johnson Products General Sxxxxxxx Agreement Exhibit H - Form of Dermablend Intellectual Property Security Agreement Exhibit I - Form of Holdings Guarantee Exhibit J - Form of Holdings Securities Pledge Contribution Agreement Exhibit K - Form of Subsidiary Guarantee Exhibit L - Form of Assignment Joinder Agreement Exhibit M Form of Stock Pledge Agreement Exhibit N Form of Termination Letter CREDIT AGREEMENT THIS CREDIT AGREEMENT made and Assumption Agreement SECURED TERM LOAN AGREEMENT, dated entered into as of December 8June 30, 1998 (this "Agreement")2000, between CARSON PRODUCTS by and among ROCK-TENN COMPANY, x Xxlaware a Georgia corporation (the "Borrower"), CARSON, INC.SUNTRUST BANK, a Delaware xxxxxration banking corporation organized under the laws of the State of Georgia ("HoldingsSunTrust"), the lenders named other banks and financial institutions listed on Schedule 1 hereto the signature pages hereof, and any assignees of SunTrust or such other banks and lending institutions which become "Lenders" as provided herein (SunTrust, and such other banks, lending institutions, and assignees referred to collectively herein as the "Lenders"), QUANTUM PARTNERS LDCSUNTRUST BANK, in its capacity as administrative agent for the Lenders (together with its successors and assignsany successor agent for such Lenders as may be appointed from time to time pursuant to Article 10. hereof, the "Administrative Agent"), BANK OF AMERICA, N.A., as Syndication Agent (the "Syndication Agent") and NORWEST BANK MINNESOTAWACHOVIA BANK, N.A., as collateral agent Documentation Agent (together with its successors and assigns, the "Collateral Documentation Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.;
Appears in 1 contract
Samples: Credit Agreement (Rock Tenn Co)
Independence of Covenants. 76 10.17. Integration.................................................76 SCHEDULE 1 Lenders ANNEX I Schedule 70 Section 10.13 Change in Accounting Principles, Fiscal Year or Tax Laws...................... 70 Section 10.14 Headings Descriptive; Entire Agreement.................................... 70 Section 10.15 Time is of Existing Debt ANNEX II Schedule of Subsidiaries ANNEX III Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics the Essence....................... 71 Section 10.16 Usury........................................ 71 Section 10.17 Construction................................. 71 EXHIBITS: -------- Exhibit A - Form of Term Bid Rate Note Exhibit B-1 B - Form of Georgia Mortgage Exhibit B-2 - Form of Illinois Mortgage Syndicated Note Exhibit C - Form of Borrower Securities Pledge Agreement Letter of Credit Application Exhibit D - Form of Borrower Intellectual Property Security Agreement Notice of Borrowing Exhibit E - Form of Borrower General Security Agreement Bid Rate Request Exhibit F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Bid Rate Quote Exhibit G - Form of Johnson Products General Sxxxxxxx Agreement Bid Rate Acceptance Exhibit H - Form of Dermablend Intellectual Property Security Agreement Notice of Continuation/Conversion Exhibit I - Form of Holdings Guarantee Special Counsel Opinion Exhibit J - Form of Holdings Securities Pledge Agreement General Counsel Opinion Exhibit K - Form of Subsidiary Guarantee Exhibit L - Form of Assignment and Assumption Agreement SECURED TERM LOAN Acceptance SCHEDULES: --------- Schedule 1.1 - Subordinated Debt Schedule 5.4 - Litigation Schedule 5.6 - Margin Stock Schedule 5.9 - Conflicting Agreements Schedule 5.14 - Labor Relations Schedule 5.16 - Subsidiaries Schedule 7.3 - Liens Schedule 7.4 - Investments CREDIT AGREEMENT ---------------- THIS CREDIT AGREEMENT, dated as of December 8June 30, 1998 (this "Agreement")1995, between CARSON PRODUCTS COMPANYis made and entered into by and among GOLD XXXX INC., x Xxlaware corporation a cooperative marketing association organized and existing under the laws of the State of Georgia (the "Borrower"), CARSONvarious -------- banks and other lending institutions as are, INC.or may from time to time become, parties hereto (collectively, the "Lenders" and individually, a Delaware xxxxxration ("HoldingsLender"), the lenders named on Schedule 1 hereto and ------- ------ TRUST COMPANY BANK, a Georgia banking corporation (the "LendersTrust Company"), QUANTUM PARTNERS LDC, as administrative agent (together with its successors and assigns, ------------- for the "Administrative Agent") and NORWEST BANK MINNESOTA, N.A., as collateral agent (together with its successors and assigns, the "Collateral Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so definedLenders.
Appears in 1 contract
Samples: Credit Agreement (Gold Kist Inc)
Independence of Covenants. 76 10.1764 Section 13.18 Confidentiality....................................64 Section 13.19 Restatement of Original Credit Agreement...........65 Section 13.20 Assignments and Assumptions Among Lenders. Integration.................................................76 SCHEDULE 1 Lenders ANNEX I Schedule .......65 Section 13.21 Waiver of Existing Debt ANNEX II Schedule Jury Trial...............................65 Section 13.22 Choice of Subsidiaries ANNEX III Schedule Forum; Consent to Service of Collective Bargaining Agreements ANNEX IV Summary Process and Jurisdiction. .................65 Section 13.23 Chapter 346........................................66 INDEX TO EXHIBITS Exhibit Description of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Exhibit A - Advance Request Form of Term Note Exhibit B-1 - Form of Georgia Mortgage Exhibit B-2 - Form of Illinois Mortgage Exhibit C - Form of Borrower Securities Pledge Agreement Exhibit D - Form of Borrower Intellectual Property Security Agreement Exhibit E - Form of Borrower General Security Agreement Exhibit F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Exhibit G - Form of Johnson Products General Sxxxxxxx Agreement Exhibit H - Form of Dermablend Intellectual Property Security Agreement Exhibit I - Form of Holdings Guarantee Exhibit J - Form of Holdings Securities Pledge Agreement Exhibit K - Form of Subsidiary Guarantee Exhibit L - B Form of Assignment and Assumption Acceptance C Form of Note D Perfection Certificate E Form of Opinion of Counsel for Borrower and the Guarantors F Compliance Certificate G Permitted Acquisition Certificate H Permitted Passive Investment Certificate I Permitted Other Business Acquisition Certificate J Permitted Refractive Acquisition Certificate K Non-Borrower and Guarantor Acquisition Certificate L Form of Subordinated Note M Form of Subordination Agreement SECURED TERM INDEX TO SCHEDULES Schedule Description of Schedule 1 Commitments 2 Guarantors 3 Partnerships 7.5 Existing Litigation 7.9 Existing Debt 7.14.1 Capitalization of Subsidiaries 7.14.2 Partners 7.15 Agreements 7.16 Governmental Disclosures 7.19 Environmental Matters 9.2 Existing Liens LOAN AGREEMENT, dated as of December 8, 1998 AGREEMENT FOURTH AMENDED AND RESTATED LOAN AGREEMENT THIS FOURTH AMENDED AND RESTATED LOAN AGREEMENT (this the "Agreement"), between CARSON PRODUCTS COMPANYdated as of January 31, x Xxlaware corporation (the "Borrower")2000, CARSONis among PRIME MEDICAL SERVICES, INC., a Delaware xxxxxration corporation ("HoldingsBorrower"), each of the lenders named on Schedule 1 or other lending institutions which is or which may from time to time become a signatory hereto or any successor or assignee thereof (collectively, the "Lenders" and individually, a "Lender"), QUANTUM PARTNERS LDCBANK OF AMERICA, N.A. ("Bank of America"), a national banking association, as administrative agent Administrative Agent for itself and the other Lenders (in such capacity, together with its successors and assignsin such capacity, the "Administrative Agent") ), and NORWEST BANK MINNESOTABANKBOSTON, N.A.N.A. ("BankBoston"), a national banking association, as collateral agent Documentation Agent for itself and the other Lenders (in such capacity, together with its successors and assignsin such capacity, the "Collateral Documentation Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.
Appears in 1 contract
Independence of Covenants. 76 10.1787 Section 10.13. Integration.................................................76 Change in Accounting Principles, Fiscal Year or Tax Laws................. 87 Section 10.14. Headings Descriptive; Entire Agreement.. 88 Section 10.15. Pledge of Stock of Columbus Neunkirchen............................. 88 -iv- SCHEDULES --------- Schedule 4.01(n) UCC Search Locations SCHEDULE 1 Lenders ANNEX I Schedule of Existing Debt ANNEX II Schedule 5.01 Organization and Ownership of Subsidiaries ANNEX III Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of SCHEDULE 5.05 Certain Pending and Threatened Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X SCHEDULE 5.08 Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of SCHEDULE 5.11 Burdensome Restrictions SCHEDULE 5.12 Tax Filings and Payments SCHEDULE 5.15 Employee Benefit Matters SCHEDULE 5.16 Patent, Trademark, License, and Other Intellectual Property ANNEX XIII Schedule Matters SCHEDULE 5.17 Ownership of Properties SCHEDULE 5.20 Dividend Restrictions SCHEDULE 5.21 Labor and Employment Matters SCHEDULE 6.08 Financial Covenant Calculations Third Quarter 1995 SCHEDULE 8.01 Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Exhibit Indebtedness SCHEDULE 8.02 Existing Liens EXHIBITS -------- EXHIBIT A - -- Form of Term Revolving Note Exhibit B-1 - EXHIBIT B -- Form of Georgia Mortgage Exhibit B-2 - Bid Facility Note EXHIBIT C -- Form of Illinois Mortgage Exhibit C - Letter of Credit Application EXHIBIT D -- Bid Request EXHIBIT E -- Bid Request Invite EXHIBIT F -- Bid Rate Bid EXHIBIT G -- Bid Rate Acceptance/Rejection EXHIBIT H -- Form of Borrower Securities Pledge Agreement Exhibit D - Amended and Restated Subsidiary Guaranty EXHIBIT I -- Form of Borrower Intellectual Property Security Agreement Exhibit E - Closing Certificate EXHIBIT J -- Form of Borrower General Security Agreement Exhibit F - Form Opinion of Johnson Products Intellectxxx Xxxperty Security Agreement Exhibit G - Form of Johnson Products General Sxxxxxxx Agreement Exhibit H - Form of Dermablend Intellectual Property Security Agreement Exhibit I - Form of Holdings Guarantee Exhibit J - Form of Holdings Securities Pledge Agreement Exhibit Xxxxxxxxxx & Xxxx EXHIBIT K - Form of Subsidiary Guarantee Exhibit L - -- Form of Assignment and Assumption Acceptance Agreement SECURED TERM LOAN AGREEMENT, dated EXHIBIT L -- Form of Compliance Certificate SECOND AMENDED AND RESTATED CREDIT AGREEMENT ---------------- THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT made and entered into as of December 8February __, 1998 1996, by and among INTERMET CORPORATION, a Georgia corporation (this "AgreementIntermet"), between CARSON PRODUCTS COMPANYSUNTRUST BANK, x Xxlaware corporation ATLANTA (the "Borrower"formerly known as Trust Company Bank), CARSON, INC., a Delaware xxxxxration banking corporation organized under the laws of the State of Georgia ("HoldingsSunTrust"), the lenders named other banks and lending institutions listed on Schedule 1 hereto the signature pages hereof, and any assignees of SunTrust, or such other banks and lending institutions which become "Lenders" as provided herein (SunTrust, and such other banks, lending institu tions, and assignees referred to collectively herein as the "Lend ers"), SUNTRUST BANK, ATLANTA, in its capacity as agent for the Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (the "Lenders"), QUANTUM PARTNERS LDC, as administrative agent (together with its successors and assigns, the "Administrative Agent") and NORWEST BANK MINNESOTA, N.A., as collateral agent (together with its successors and assigns, the "Collateral Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.; ----------
Appears in 1 contract
Samples: Credit Agreement (Intermet Corp)
Independence of Covenants. 76 10.17. Integration.................................................76 SCHEDULE 1 Lenders ANNEX I 72 Section 11.13 Change in Accounting Principles, Fiscal Year or Tax Laws.............. 72 Section 11.14 Headings Descriptive; Entire Agreement................................ 73 Section 11.15 Time is of the Essence................................................ 73 Section 11.16 Usury................................................................. 73 Section 11.17 Construction.......................................................... 73 SCHEDULES --------- Schedule of Existing Debt ANNEX II Schedule 6.1 Organization and Ownership of Subsidiaries ANNEX III Schedule of Collective Bargaining 6.4 Tax Filings and Payments Schedule 6.5 Certain Pending and Threatened Litigation Schedule 6.7 Capitalized Lease Obligations Schedule 6.11 Employee Benefit Matters Schedule 6.13 Outstanding Debt, Defaults Schedule 6.14 Conflicting Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII 6.15(a) Environmental Compliance Schedule of Litigation ANNEX VIII 6.15(b) Environmental Notices Schedule of Consents ANNEX IX 6.15(c) Environmental Permits Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII 6.15(d) Equal Employment and Employee Safety Schedule of 6.17 Patent, Trademark, License, and Other Intellectual Property ANNEX XIII Matters Schedule of 6.21 Labor and Employment Matters Schedule 6.22 Intercompany Loans Schedule 8.1(b) Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Indebtedness Schedule 8.2 Existing Liens EXHIBITS -------- Exhibit A - Form of Term Note Exhibit B-1 - Form of Georgia Mortgage Exhibit B-2 - Form of Illinois Mortgage Exhibit C - Form of Borrower Securities Pledge Agreement Exhibit D - Form of Borrower Intellectual Property Security Agreement Exhibit E - Form of Borrower General Security Agreement Exhibit F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Exhibit G - Form of Johnson Products General Sxxxxxxx Agreement Exhibit H - Form of Dermablend Intellectual Property Security Agreement Exhibit I - Form of Holdings Guarantee Exhibit J - Form of Holdings Securities Pledge Agreement Exhibit K - Form of Subsidiary Guarantee Exhibit L - Form of Assignment and Assumption Acceptance Exhibit B Copy of Existing Subsidiary Guaranty Agreement, together with First Supplement thereto Exhibit C Copy of Existing Contribution Agreement, together with First Supplement thereto Exhibit D Form of Line of Credit Note Exhibit E Form of Revolving Credit Note Exhibit F Form of Closing Certificate Exhibit G Form of Opinion of Borrower's Counsel Exhibit H Form of Joinder to this Agreement SECURED TERM LOAN Exhibit I Form of Supplement to Subsidiary Guaranty Agreement Exhibit J Form of Negative Pledge Exhibit K Form of Supplement to Contribution Agreement Exhibit L Description of Redeemable Common Stock SECOND AMENDED AND RESTATED REVOLVING CREDIT AND LINE OF CREDIT AGREEMENT --------------------------------------------- THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AND LINE OF CREDIT AGREEMENT, dated as of December 8June 3, 1998 1997 (this the "Agreement"), between CARSON PRODUCTS COMPANY, x Xxlaware corporation ) by and among ROTECH MEDICAL CORPORATION (the "Borrower"), CARSONa Florida corporation, INC.SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, ("SunTrust") a national banking association, NATIONSBANK, N.A., XXXXXXX BANK, N.A., BANK OF AMERICA, FSB, AMSOUTH BANK OF FLORIDA, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, THE SUMITOMO BANK, LIMITED, MELLON BANK, N.A. AND BANK ONE KENTUCKY, N.A. (collectively, the "Lenders" and, individually, a Delaware xxxxxration ("HoldingsLender"), and SunTrust as Agent for the lenders named on Schedule 1 hereto (the "Lenders"), QUANTUM PARTNERS LDC, as administrative agent (together with its successors and assigns, the "Administrative Agent") and NORWEST BANK MINNESOTA, N.A., as collateral agent (together with its successors and assigns, the "Collateral Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.
Appears in 1 contract
Independence of Covenants. 76 10.17. Integration.................................................76 SCHEDULE 1 Lenders ANNEX 142 Annex I List of Banks Annex II Bank Addresses Schedule 4.01(t)(i) List of Existing Debt ANNEX II Mortgaged Real Property Schedule of 5.15 Subsidiaries ANNEX III Schedule 5.19 Securities Schedule 5.20 Schedule of Collective Bargaining Agreements ANNEX IV Schedule 5.21(a) Schedule of Existing Debt Schedule 5.21(b) Prior Liens Schedule 5.22 Environmental Schedule 5.24 Certain Liens Schedule 6.01(i) Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Exhibit A - A1 Form of A Term Note Exhibit B-1 - A2 Form of Georgia B Term Note Exhibit A3 Form of Acquisition Term Note Exhibit B Form of Revolving Note Exhibit C1 Form of Opinion of X'Xxxxxx, Cavanagh, Anderson, Xxxxxxxxxxxxx & Xxxxxxxx Exhibit C2 Form of Local Counsel Opinions Exhibit D Form of Mortgage Exhibit B-2 - E Form of Illinois Mortgage Subsidiary Guarantee Exhibit C - F1 Form of Borrower Securities Pledge Agreement Exhibit D - G1 Form of Borrower Intellectual Property Security Agreement Exhibit E - G2 Form of Subsidiary Intellectual Property Security Agreement Exhibit H1 Form of Borrower General Security Agreement Exhibit F - H2 Form of Johnson Products Intellectxxx Xxxperty Subsidiary General Security Agreement Exhibit G - I1 Form of Johnson Products General Sxxxxxxx Agreement Notice of Assignment Exhibit H - Form of Dermablend Intellectual Property Security Agreement Exhibit I - Form of Holdings Guarantee Exhibit J - Form of Holdings Securities Pledge Agreement Exhibit K - Form of Subsidiary Guarantee Exhibit L - I2 Form of Assignment and Assumption Agreement SECURED TERM LOAN Exhibit J Form of Notice of Borrowing Exhibit K Form of Borrowing Base Certificate Exhibit L Form of Officers' Certificate Regarding Environmental Review Exhibit M Form of Officers' Solvency Certificate Exhibit N Form of Landlord Lien Assurance Exhibit O Form of Officers' Certificate Regarding Conditions Precedent CREDIT AGREEMENT, dated as of December 810, 1998 (this "Agreement")1997, between CARSON PRODUCTS COMPANYamong STYLING TECHNOLOGY CORPORATION, x Xxlaware a Delaware corporation (the "Borrower"), CARSONthe lending institutions listed in Annex I (each a "Bank" and, INC.collectively, a Delaware xxxxxration the "Banks") and CREDIT AGRICOLE INDOSUEZ ("HoldingsIndosuez"), as agent for the lenders named on Schedule 1 hereto Banks (the in such capacity "Lenders"), QUANTUM PARTNERS LDC, as administrative agent (together with its successors and assigns, the "Administrative Agent") and NORWEST BANK MINNESOTA, N.A., as collateral agent for the Banks (together with its successors and assignsin such capacity, the "Collateral Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.
Appears in 1 contract
Independence of Covenants. 76 10.17117 12.14. Integration.................................................76 Judgment Currency...............................................................117 12.15. Forum Selection and Consent to Jurisdiction.....................................118 12.16. Waiver of Jury Trial............................................................119 SCHEDULE 1 Lenders ANNEX I - Disclosure Schedule SCHEDULE II - Lender Information SCHEDULE III - Deposit Banks SCHEDULE IV - Subordinated Intercompany Note Terms SCHEDULE V - Scheduled Letters of Existing Debt ANNEX II Schedule of Subsidiaries ANNEX III Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Exhibit Credit EXHIBIT A - Form of Term Revolving Note Exhibit EXHIBIT B-1 - Form of Georgia Mortgage Exhibit Borrowing Request EXHIBIT B-2 - Form of Illinois Mortgage Exhibit Issuance Request EXHIBIT C - Form of Borrower Securities Pledge Agreement Exhibit Continuation/Conversion Notice EXHIBIT D - Form of Borrower Intellectual Property Security Agreement Exhibit Compliance Certificate EXHIBIT E - Form of Borrower General Security Agreement Exhibit F Borrowing Base Certificate EXHIBIT F-1 - Form of Johnson Products Intellectxxx Xxxperty Security Parent Pledge Agreement Exhibit G EXHIBIT F-2 - Form of Johnson Products General Sxxxxxxx Borrower Pledge Agreement Exhibit EXHIBIT F-3 - Form of Subsidiary Pledge Agreement EXHIBIT G-1 - Form of Borrower Security Agreement EXHIBIT G-2 - Form of Subsidiary Security Agreement EXHIBIT G-3 - Form of Parent Security Agreement EXHIBIT H - Form of Dermablend Intellectual Property Security Agreement Exhibit I Subsidiary Guaranty EXHIBIT I-1 - Form of Holdings Guarantee Exhibit Borrower Closing Date Certificate EXHIBIT I-2 - Form of Parent Closing Date Certificate EXHIBIT J - Form of Holdings Securities Pledge Lender Assignment Agreement Exhibit K EXHIBIT K-1 - Form of Subsidiary Guarantee Exhibit L Opinion of Special Counsel to the Obligors EXHIBIT K-2 - Form of Assignment and Assumption Agreement SECURED TERM LOAN Opinion of Counsel to the Borrower EXHIBIT K-3 - Form of Opinion of Counsel to the Parent CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated as of December 8April 29, 1998 (this "Agreement")1997, between CARSON PRODUCTS COMPANYamong BUDGET RENT A CAR CORPORATION, x Xxlaware a Delaware corporation (the "Borrower"), CARSONBUDGET GROUP, INC.. (formerly known as Team Rental Group, Inc.), a Delaware xxxxxration corporation (the "HoldingsParent"), the lenders named on Schedule 1 various financial institutions as are or may become parties hereto (collectively, the "Lenders"), QUANTUM PARTNERS LDCNATIONSBANC CAPITAL MARKETS, INC. ("NationsBanc"), as a co-syndication agent (in such capacity, a "Co-Syndication Agent") for the Lenders and as the documentation agent (in such capacity, the "Documentation Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("Credit Suisse First Boston"), as a co-syndication agent (in such capacity, a "Co- Syndication Agent" and, together with NationsBanc, collectively, the "Co-Syndication Agents") for the Lenders, as administrative agent (together with its successors and assignsin such capacity, the "Administrative Agent") for the Lenders and NORWEST BANK MINNESOTA, N.A., as collateral agent the arranger (together with its successors and assignsin such capacity, the "Collateral AgentArranger"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.
Appears in 1 contract
Samples: Credit Agreement (Budget Group Inc)
Independence of Covenants. 76 10.17115 SECTION 11.14. Integration.................................................76 SCHEDULE 1 Lenders ANNEX I Schedule Forum Selection and Consent to Jurisdiction..................115 SECTION 11.15. Waiver of Existing Debt ANNEX II Schedule Jury Trial.........................................116 -v- TABLE OF CONTENTS (continued) Page EXHIBITS EXHIBIT A-1 - Form of Subsidiaries ANNEX III Schedule Revolving Note EXHIBIT A-2 - Form of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Exhibit A Swing Line Note EXHIBIT A-3 - Form of Term Loan Note Exhibit EXHIBIT B-1 - Form of Georgia Mortgage Exhibit Borrowing Request EXHIBIT B-2 - Form of Illinois Mortgage Exhibit Issuance Request EXHIBIT C - Form of Borrower Securities Pledge Agreement Exhibit Continuation/Conversion Notice EXHIBIT D - Form of Borrower Intellectual Property Security Agreement Exhibit Closing Date Certificate EXHIBIT E - Form of Borrower General Security Agreement Exhibit F Compliance Certificate EXHIBIT F-1 - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Exhibit G Mergerco Guaranty EXHIBIT F-2 - Form of Johnson Products General Sxxxxxxx Subsidiary Guaranty EXHIBIT G-1 - Form of Holdings Pledge Agreement Exhibit EXHIBIT G-2 - Form of Borrower Security and Pledge Agreement EXHIBIT G-3 - Form of Subsidiary Security and Pledge Agreement EXHIBIT H - Form of Dermablend Intellectual Property Security Agreement Exhibit Perfection Certificate EXHIBIT I - Form of Holdings Guarantee Exhibit Solvency Certificate EXHIBIT J - Form of Holdings Securities Pledge Interco Subordination Agreement Exhibit EXHIBIT K - Form of Subsidiary Guarantee Exhibit Lender Assignment Agreement EXHIBIT L - Form of Assignment Term Loan Escrow and Assumption Pledge Agreement SECURED TERM LOAN SCHEDULES SCHEDULE I - Disclosure Schedule CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated as of December 8April [ ], 1998 2002, is made by and among, ASSOCIATED MATERIALS INCORPORATED, a Delaware corporation (this "AgreementAMI"), between CARSON PRODUCTS COMPANY, x Xxlaware corporation (the "Borrower"), CARSON, ASSOCIATED MATERIALS HOLDINGS INC., a Delaware xxxxxration corporation ("Holdings"), the lenders named on Schedule 1 various financial institutions and other Persons from time to time parties hereto (the "Lenders"), QUANTUM PARTNERS LDCUBS AG, Stamford Branch, as administrative agent (together with its successors and assignsin such capacity, the "Administrative Agent") and NORWEST BANK MINNESOTA), N.A.CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH, as collateral syndication agent (together with its successors and assignsin such capacity, the "Collateral Syndication Agent"). Unless otherwise defined herein, all capitalized terms used herein CIBC WORLD MARKETS CORP., as documentation agent (in such capacity, the "Documentation Agent"), and defined UBS WARBURG LLC and CREDIT SUISSE FIRST BOSTON CORPORATION, as joint lead arrangers (in Section 9 are used herein as so definedsuch capacity, the "Joint Lead Arrangers").
Appears in 1 contract
Independence of Covenants. 76 10.17. Integration.................................................76 97 SECTION 11.17 Release of Subsidiary Guarantors...............................97 SECTION 11.18 Forum Selection and Consent to Jurisdiction....................97 SECTION 11.19 Waiver of Jury Trial...........................................98 SCHEDULE 1 Lenders ANNEX I - Disclosure Schedule of Existing Debt ANNEX II Schedule of Subsidiaries ANNEX III Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Exhibit A EXHIBIT A-1 - Form of Term Revolving Note Exhibit EXHIBIT A-2 - Form of Swing Line Note EXHIBIT B-1 - Form of Georgia Mortgage Exhibit Borrowing Request EXHIBIT B-2 - Form of Illinois Mortgage Exhibit Issuance Request EXHIBIT C - Form of Borrower Securities Pledge Agreement Exhibit Continuation/Conversion Notice EXHIBIT D - Form of Borrower Intellectual Property Security Agreement Exhibit Amendment No. 2 Effective Date Certificate EXHIBIT E - Form of Borrower General Security Agreement Exhibit Compliance Certificate EXHIBIT F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Exhibit [Reserved] EXHIBIT G - Form of Johnson Products General Sxxxxxxx Security and Pledge Agreement Exhibit EXHIBIT H - Form of Dermablend Intellectual Property Security Agreement Exhibit I Perfection Certificate EXHIBIT I-1 - Form of Holdings Guarantee Exhibit Mortgage EXHIBIT I-2 - [Reserved] EXHIBIT J - Form of Holdings Securities Pledge Agreement Exhibit Subsidiary Guaranty EXHIBIT K - Form of Subsidiary Guarantee Exhibit Interco Subordination Agreement EXHIBIT L - Form of Lender Assignment and Assumption Agreement SECURED TERM LOAN CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated as of December 8March 29, 1998 2004, is made by and among WEEKLY READER CORPORATION, a Delaware corporation (this "AgreementWRC"), between CARSON PRODUCTS COMPANY, x Xxlaware corporation (the "Borrower"), CARSONand COMPASSLEARNING, INC., a Delaware xxxxxration corporation ("CLI" and, together with WRC, the "Borrowers"), WRC MEDIA INC., a Delaware corporation and the parent of the Borrowers ("Holdings"), as a guarantor, the lenders named on Schedule 1 various financial institutions and other Persons from time to time parties hereto (the "Lenders"), QUANTUM PARTNERS LDCCREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands branch, as the Syndication Agent ("CSFB" and in such capacity, the "Syndication Agent") for the Lenders, and as the Lead Arranger and Sole Book Running Manager, BANK OF AMERICA, N.A. ("BofA"), as administrative agent (together with its successors and assignsin such capacity, the "Administrative Agent") for the Lenders, and NORWEST BANK MINNESOTA, N.A.GENERAL ELECTRIC CAPITAL CORPORATION ("GECC"), as collateral the documentation agent (together with its successors and assignsin such capacity, the "Collateral Documentation Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined) for the Lenders.
Appears in 1 contract
Samples: Credit Agreement (WRC Media Inc)
Independence of Covenants. 76 10.1774 Section 10.13. Integration.................................................76 Change in Accounting Principles, Fiscal Year or Tax Laws.............................................................74 Section 10.14. Headings Descriptive; Entire Agreement................................74 SCHEDULES --------- SCHEDULE 1 Lenders ANNEX I Schedule of Existing Debt ANNEX II Schedule Commitments SCHEDULE 5.01 Organization and Ownership of Subsidiaries ANNEX III Schedule SCHEDULE 5.01(A) Lack of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of Qualification SCHEDULE 5.05 Certain Pending and Threatened Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X SCHEDULE 5.08 Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of SCHEDULE 5.11 Burdensome Restrictions SCHEDULE 5.12 Tax Filings and Payments SCHEDULE 5.15 Employee Benefit Matters SCHEDULE 5.16 Patent, Trademark, License, and Other Intellectual Property ANNEX XIII Schedule Matters SCHEDULE 5.17 Ownership of Properties SCHEDULE 5.20 Dividend Restrictions SCHEDULE 6.08 Financial Covenant Calculations Second Quarter 1999 SCHEDULE 7.01 Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Exhibit Indebtedness SCHEDULE 7.02 Existing Liens SCHEDULE 7.06 Existing Investments SCHEDULE 7.07 Permitted Sale and Leaseback Transactions SCHEDULE 10.01 Notice Information EXHIBITS -------- EXHIBIT A - Form of Term Note Exhibit B-1 EXHIBIT B - [Reserved] EXHIBIT C - [Reserved] EXHIBIT D-1 - Form of Georgia Mortgage Exhibit B-2 Notice of Borrowing EXHIBIT D-2 - Form of Illinois Mortgage Exhibit C - Form Notice of Borrower Securities Pledge Agreement Exhibit D - Form of Borrower Intellectual Property Security Agreement Exhibit Conversion/Continuation EXHIBIT E - Form of Borrower General Security Guaranty Agreement Exhibit EXHIBIT F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Exhibit G Closing Certificate EXHIBIT G-1 - Form of Johnson Products General Sxxxxxxx Agreement Exhibit H Opinion of Dickxxxxx Xxxgxx XXXC EXHIBIT G-2 - Form of Dermablend Intellectual Property Security Agreement Exhibit I Opinion of Kilpxxxxxx Xxxxxxxx XXX EXHIBIT G-3 - Form of Holdings Guarantee Exhibit J - Form Opinion of Holdings Securities Pledge Agreement Exhibit K - Form of Subsidiary Guarantee Exhibit L Mayex, Xxowx & Xlatx XXXIBIT H - Form of Assignment and Assumption Agreement SECURED Acceptance EXHIBIT I - Form of Compliance Certificate TERM LOAN AGREEMENT, dated AGREEMENT THIS TERM LOAN AGREEMENT made and entered into as of December 820, 1998 1999, by and among INTERMET CORPORATION, a Georgia corporation (this "AgreementIntermet"), between CARSON PRODUCTS COMPANYTHE BANK OF NOVA SCOTIA, x Xxlaware corporation a Canadian chartered bank (the "BorrowerBNS"), CARSON, INC., a Delaware xxxxxration ("Holdings")acting through its Atlanta Agency, the lenders named other banks and lending institutions listed on Schedule 1 hereto the signature pages hereof, and any assignees of BNS, or such other banks and lending institutions which become "Lenders" as provided herein (BNS, and such other banks, lending institutions, and assignees referred to collectively herein as the "Lenders"), QUANTUM PARTNERS LDCBNS, in its capacity as administrative agent for the Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (together with its successors and assigns, the "Administrative Agent") and NORWEST ), BANK MINNESOTAONE, N.A.MICHIGAN, as collateral agent Syndication Agent, and SUNTRUST BANK, ATLANTA, as Documentation Agent, (together with its successors and assignsthe Administrative Agent, the Syndication Agent and the Documentation Agent are herein referred to individually as an "Collateral Agent" and collectively as the "Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.
Appears in 1 contract
Samples: Term Loan Agreement (Intermet Corp)
Independence of Covenants. 76 10.1779 Section 10.13. Integration.................................................76 Change in Accounting Principles, Fiscal Year or Tax Laws............................ 79 Section 10.14. Headings Descriptive; Entire Agreement.............................................. 79 iv 6 SCHEDULES SCHEDULE 1 Lenders ANNEX I Schedule of Existing Debt ANNEX II Schedule 5.01 Organization and Ownership of Subsidiaries ANNEX III Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of SCHEDULE 5.05 Certain Pending and Threatened Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X SCHEDULE 5.08 Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of SCHEDULE 5.11 Burdensome Restrictions SCHEDULE 5.12 Tax Filings and Payments SCHEDULE 5.15 Employee Benefit Matters SCHEDULE 5.16 Patent, Trademark, License, and Other Intellectual Property ANNEX XIII Schedule Matters SCHEDULE 5.17 Ownership of Properties SCHEDULE 5.20 Dividend Restrictions SCHEDULE 5.21 Labor and Employment Matters SCHEDULE 6.08 Financial Covenant Calculations Second Quarter 1996 SCHEDULE 7.06 Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Exhibit Investments SCHEDULE 8.01 Existing Indebtedness SCHEDULE 8.02 Existing Liens EXHIBITS EXHIBIT A - Form of Term Revolving Note Exhibit B-1 EXHIBIT B - Form of Georgia Mortgage Exhibit B-2 - Form of Illinois Mortgage Exhibit Bid Facility Note EXHIBIT C - Form of Borrower Securities Pledge Agreement Exhibit Letter of Credit Application EXHIBIT D - Form of Borrower Intellectual Property Security Agreement Exhibit Bid Request EXHIBIT E - Form of Borrower General Security Agreement Exhibit Bid Request Invite EXHIBIT F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Exhibit Bid Rate Bid EXHIBIT G - Form of Johnson Products General Sxxxxxxx Agreement Exhibit Bid Rate Acceptance/Rejection EXHIBIT H - Form of Dermablend Intellectual Property Security Agreement Exhibit Amended and Restated Subsidiary Guaranty EXHIBIT I - Form of Holdings Guarantee Exhibit J Closing Certificate EXHIBIT J-1 - Form of Holdings Securities Pledge Agreement Exhibit K Opinion of Dickinson, Wright, Moon, Van Dusen & Freexxx XXXIBIT J-2 - Form of Subsidiary Guarantee Exhibit L Opinion of Kilpxxxxxx & Xody EXHIBIT K - Form of Assignment and Assumption Acceptance Agreement SECURED TERM LOAN AGREEMENT, dated EXHIBIT L - Form of Compliance Certificate THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT made and entered into as of December 8November 14, 1998 1996, by and among INTERMET CORPORATION, a Georgia corporation (this "AgreementIntermet"), between CARSON PRODUCTS COMPANYSUNTRUST BANK, x Xxlaware corporation ATLANTA (the "Borrower"formerly known as Trust Company Bank), CARSON, INC., a Delaware xxxxxration banking corporation organized under the laws of the State of Georgia ("HoldingsSunTrust"), the lenders named other banks and lending institutions listed on Schedule 1 hereto the signature pages hereof, and any assignees of SunTrust, or such other banks and lending institutions which become "Lenders" as provided herein (SunTrust, and such other banks, lending institutions, and assignees referred to collectively herein as the "Lenders"), QUANTUM PARTNERS LDCSUNTRUST BANK, ATLANTA, in its capacity as administrative agent for the Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (together with its successors and assigns, the "Administrative Agent"), NBD BANK ("NBD") and NORWEST FIRST UNION NATIONAL BANK MINNESOTAOF NORTH CAROLINA ("First Union"), N.A., in their respective capacities as collateral agent co-agents for the Lenders (together with its successors and assigns, the "Collateral AgentCo-Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.;
Appears in 1 contract
Independence of Covenants. 76 10.17. Integration.................................................76 SCHEDULE 1 Lenders ANNEX I 89 13.20 Reliance on and Survival of Various Provisions....................89 13.21 Merger............................................................89 TABLE OF CONTENTS Page SCHEDULES Schedule of Existing Debt ANNEX II 1.1 Pricing Matrix Schedule of Subsidiaries ANNEX III 1.2 Percentages and Allocations Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI 5.2 List of Mortgaged Real Jurisdictions in which Company and/or Subsidiaries do material business Schedule 5.3(b) Description of Property ANNEX VII to be mortgaged Schedule 5.3(c) Description of Litigation ANNEX VIII Leased Property Schedule 5.3(d) List of Consents ANNEX IX Jurisdictions in which to file financing statements Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII 6.1 Exceptions to Foreign Corporation Qualifications Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV 6.9 Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Exhibit Schedule 6.12 Litigation Schedule 6.16 Employee Pension Benefit Plans Schedule 6.18 Environmental Matters Schedule 6.19 Subsidiaries Schedule 6.20 Contingent Obligations Schedule 6.24 Capitalization Schedule 7.8 Environmental Actions Schedule 7.19 Real Estate Requirements Schedule 8.1(b) Existing Funded Debt Schedule 8.2 Permitted Liens Schedule 8.3 Existing Guaranties Schedule 8.8 Existing Investments Schedule 8.9 Transactions with Affiliates Schedule 8.11 Negative Pledges Schedule 13.6 Notices EXHIBITS A - Form of Term Note Exhibit B-1 - Form of Georgia Mortgage Exhibit B-2 - Form of Illinois Mortgage Exhibit FORM OF REQUEST FOR REVOLVING CREDIT ADVANCE B FORM OF REVOLVING CREDIT NOTE C - Form of Borrower Securities Pledge FORM OF SWING LINE NOTE D FORM OF REQUEST FOR SWING LINE ADVANCE E FORM OF SWING LINE BANK PARTICIPATION CERTIFICATE F FORM OF NOTICE OF LETTERS OF CREDIT G FORM OF BORROWING BASE CERTIFICATE H FORM OF ASSIGNMENT AGREEMENT I FORM OF GUARANTY J FORM OF SECURITY AGREEMENT K FORM OF INTERCOMPANY NOTE L FORM OF COVENANT COMPLIANCE REPORT CREDIT AGREEMENT This Credit Agreement Exhibit D - Form of Borrower Intellectual Property Security Agreement Exhibit E - Form of Borrower General Security Agreement Exhibit F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Exhibit G - Form of Johnson Products General Sxxxxxxx Agreement Exhibit H - Form of Dermablend Intellectual Property Security Agreement Exhibit I - Form of Holdings Guarantee Exhibit J - Form of Holdings Securities Pledge Agreement Exhibit K - Form of Subsidiary Guarantee Exhibit L - Form of Assignment and Assumption Agreement SECURED TERM LOAN AGREEMENT, dated as of December 8, 1998 (this "Agreement") is made as of January 16, 2004, by and among the financial institutions from time to time signatory hereto (individually a "Bank," and any and all such financial institutions collectively the "Banks"), between CARSON PRODUCTS COMPANYComerica Bank, x Xxlaware as agent for the Banks (in such capacity, "Agent"), and Starcraft Corporation, an Indiana corporation (the "BorrowerCompany"), CARSON, INC., a Delaware xxxxxration ("Holdings"), the lenders named on Schedule 1 hereto (the "Lenders"), QUANTUM PARTNERS LDC, as administrative agent (together with its successors and assigns, the "Administrative Agent") and NORWEST BANK MINNESOTA, N.A., as collateral agent (together with its successors and assigns, the "Collateral Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.
Appears in 1 contract
Independence of Covenants. 76 10.17120 Section 13.16. Integration.................................................76 Limitation of Liability............................................................. 120 Section 13.17. Entire Agreement.................................................................... 120 Section 13.18. Construction............................................................................ 121 Section 13.19. Headings................................................................................. 121 SCHEDULE 1 Lenders ANNEX I Schedule Commitments SCHEDULE 1.1.(A) Existing Letters of Existing Debt ANNEX II Schedule of Subsidiaries ANNEX III Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI Credit SCHEDULE 1.1.(B) List of Mortgaged Real Property ANNEX VII Schedule of Loan Parties SCHEDULE 4.1. Initial Unencumbered Assets SCHEDULE 7.1.(b) Ownership Structure SCHEDULE 7.1.(f) Properties SCHEDULE 7.1.(g) Indebtedness and Guaranties SCHEDULE 7.1.(h) Material Contracts SCHEDULE 7.1.(i) Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Exhibit SCHEDULE 7.1.(r) Affiliate Transactions EXHIBIT A - Form of Term Note Exhibit B-1 - Form of Georgia Mortgage Exhibit B-2 - Form of Illinois Mortgage Exhibit C - Form of Borrower Securities Pledge Agreement Exhibit D - Form of Borrower Intellectual Property Security Agreement Exhibit E - Form of Borrower General Security Agreement Exhibit F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Exhibit G - Form of Johnson Products General Sxxxxxxx Agreement Exhibit H - Form of Dermablend Intellectual Property Security Agreement Exhibit I - Form of Holdings Guarantee Exhibit J - Form of Holdings Securities Pledge Agreement Exhibit K - Form of Subsidiary Guarantee Exhibit L - Form of Assignment and Assumption Agreement SECURED TERM LOAN AGREEMENT, EXHIBIT B Form of Bid Rate Note EXHIBIT C Form of Designation Agreement EXHIBIT D Form of Disbursement Instruction Agreement EXHIBIT E Form of Guaranty EXHIBIT F Form of Notice of Continuation EXHIBIT G Form of Notice of Conversion EXHIBIT H Form of Notice of Revolving Borrowing EXHIBIT I Form of Notice of Swingline Borrowing EXHIBIT J Form of Notice of Term Loan Borrowing EXHIBIT K Form of Revolving Note EXHIBIT L Form of Swingline Note EXHIBIT M Form of Term Note EXHIBIT N Form of Unencumbered Asset Certificate EXHIBIT O Form of Bid Rate Quote Request EXHIBIT P Form of Bid Rate Quote EXHIBIT Q Form of Bid Rate Quote Acceptance EXHIBITS R Forms of U.S. Tax Compliance Certificates EXHIBIT S Form of Compliance Certificate EXHIBIT T Form of Closing Certificate THIS CREDIT AGREEMENT (this “Agreement”) dated as of December 8June 30, 1998 2015 by and among REALTY INCOME CORPORATION, a corporation formed under the laws of the State of Maryland (this "Agreement"the “Borrower”), between CARSON PRODUCTS COMPANY, x Xxlaware corporation each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.5. (the "Borrower"“Lenders”), CARSONand XXXXX FARGO BANK, INC.NATIONAL ASSOCIATION, a Delaware xxxxxration as Administrative Agent ("Holdings"the “Administrative Agent”), with XXXXX FARGO SECURITIES, LLC, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX, INCORPORATED and RBC CAPITAL MARKETS1, as joint Lead Arrangers and joint Bookrunners (in such capacities, the lenders named on Schedule 1 hereto (the "Lenders"“Lead Arrangers”), QUANTUM PARTNERS LDCeach of XXXX XX XXXXXXX, X.X., XXXXX XXXX XX XXXXXX and REGIONS BANK, as administrative agent Syndication Agents (together with its successors and assignsin such capacity, the "Administrative Agent") “Syndication Agents”), and NORWEST BANK MINNESOTAJPMORGAN CHASE BANK, N.A., and U.S. BANK NATIONAL ASSOCIATION, as collateral agent Documentation Agents (together with its successors and assignsin such capacity, the "Collateral Agent"“Documentation Agents”). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.
Appears in 1 contract
Independence of Covenants. 76 10.17. Integration.................................................76 SCHEDULE 1 Lenders ANNEX I Schedule 70 TABLE OF CONTENTS Page iv of Existing Debt ANNEX II Schedule of Subsidiaries ANNEX III Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics iv INDEX TO SCHEDULES AND EXHIBITS Exhibit A - Form of Term Note Borrowing Request Exhibit B-1 - Form of Georgia Mortgage Exhibit B-2 - Form of Illinois Mortgage Exhibit C - Form of Borrower Securities Pledge Agreement Exhibit D - Form of Borrower Intellectual Property Security Agreement Exhibit E - Form of Borrower General Security Agreement Exhibit F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Exhibit G - Form of Johnson Products General Sxxxxxxx Agreement Exhibit H - Form of Dermablend Intellectual Property Security Agreement Exhibit I - Form of Holdings Guarantee Exhibit J - Form of Holdings Securities Pledge Agreement Exhibit K - Form of Subsidiary Guarantee Exhibit L - B Form of Assignment and Assumption Exhibit C Matters to be Covered in Opinion of Counsel Exhibit D Form of Subsidiary Guaranty Exhibit E Form of Subsidiary Joinder Agreement SECURED TERM LOAN AGREEMENTExhibit F Form of Intercreditor Agreement Exhibit G Form of Increased Commitment Supplement Schedule 1.01 Existing Letters of Credit Schedule 1.01A Non-recurring Charges in 2002 Schedule 2.01 Commitments Schedule 3.05 Lennox International Inc. Subsidiaries Schedule 3.05A Material Subsidiary Capitalization Schedule 3.06 Financial Statements Schedule 3.13 Existing Indebtedness Schedule 5.12 Scheduled Indebtedness Schedule 5.13 Existing Liens Schedule 5.16 Existing Restrictions Schedule 5.23 Existing Investments INDEX TO SCHEDULES AND EXHIBITS, Solo Page AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT (the "Agreement") dated as of December 8September 11, 1998 (this "Agreement")2003, between CARSON PRODUCTS COMPANYand effective as of the Effective Date, x Xxlaware among LENNOX INTERNATIONAL INC., a Delaware corporation (the "Borrower"), CARSONthe lenders listed in Schedule 2.01, INC.JPMORGAN CHASE BANK (formerly The Chase Manhattan Bank who was the successor in interest by merger to Chase Bank of Texas, a Delaware xxxxxration National Association) ("HoldingsJPMorgan"), the lenders named on Schedule 1 hereto (the "Lenders"), QUANTUM PARTNERS LDC, as administrative agent for the Lenders (together with its successors and assignsin such capacity, the "Administrative Agent") ), and NORWEST BANK MINNESOTAOF NOVA SCOTIA, THE BANK OF TOKYO-MITSUBISHI, LTD. and WELLS FARGO BANK TEXAS, N.A., as collateral agent (together with its successors and assignsco-documentation agents. Txx Xxrrower, the Administrative Agent, and certain other parties entered into that certain Revolving Credit Facility Agreement dated as of July 29, 1999 (as amended by that certain First Amendment to Revolving Credit Facility Agreement dated as of August 6, 1999, the Second Amendment to Revolving Credit Facility Agreement dated as of January 25, 2000, the Third Amendment to Revolving Credit Agreement dated as of January 22, 2001, the Fourth Amendment to Revolving Credit Facility Agreement dated as of June 29, 2001 and that certain Fifth Amendment to Revolving Credit Facility Agreement dated as of March 3, 2003, herein the "Collateral AgentPrior Credit Agreement"). Unless otherwise defined hereinCertain of the lenders party to the Prior Credit Agreement have assigned their rights and obligations thereunder to certain of the lenders party hereto. The Borrower has requested that the Lenders and the Administrative Agent agree to amend and restate the Prior Credit Agreement as herein set forth. Accordingly, all capitalized terms used herein and defined in Section 9 are used herein the parties hereto agree as so defined.follows:
Appears in 1 contract
Independence of Covenants. 76 10.17124 11.16. Integration.................................................76 Forum Selection and Consent to Jurisdiction...................................................124 11.17. Waiver of Jury Trial..........................................................................125 SCHEDULE 1 Lenders ANNEX I - Disclosure Schedule SCHEDULE II - Percentages and Administrative Information EXHIBIT A-1 - Form of Existing Debt ANNEX II Schedule of Subsidiaries ANNEX III Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Exhibit A Revolving Note EXHIBIT A-2 - Form of Term A Note Exhibit EXHIBIT A-3 - Form of Term B Note EXHIBIT A-4 - Form of Swing Line Note EXHIBIT B-1 - Form of Georgia Mortgage Exhibit Borrowing Request EXHIBIT B-2 - Form of Illinois Mortgage Exhibit Issuance Request EXHIBIT C - Form of Borrower Securities Pledge Agreement Exhibit Continuation/Conversion Notice EXHIBIT D - Form of Borrower Intellectual Property Security Agreement Exhibit Closing Date Certificate EXHIBIT E - Form of Borrower General Security Agreement Exhibit Compliance Certificate EXHIBIT F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Exhibit G Officer's Solvency Certificate EXHIBIT G-1 - Form of Johnson Products General Sxxxxxxx Security and Pledge Agreement Exhibit EXHIBIT G-2 - Form of Seller Pledge Agreement EXHIBIT H - Form of Dermablend Intellectual Property Security Agreement Exhibit I Perfection Certificate EXHIBIT I-1 - Form of Holdings Guarantee Exhibit Mortgage EXHIBIT I-2 - Form of Deed of Trust EXHIBIT J - Form of Holdings Securities Pledge Agreement Exhibit Subsidiary Guaranty EXHIBIT K - Form of Subsidiary Guarantee Exhibit Interco Subordination Agreement EXHIBIT L - Form of Lender Assignment and Assumption Agreement SECURED TERM LOAN EXHIBIT M - Form of Opinion of New York Counsel to the Obligors CREDIT AGREEMENT THIS CREDIT AGREEMENT, dated as of December 8November 17, 1998 1999, is made by and among WEEKLY READER CORPORATION, a Delaware corporation (this "AgreementWRC"), between CARSON PRODUCTS COMPANYand JLC LEARNING CORPORATION, x Xxlaware a Delaware corporation ("JLC" and, together with WRC, the "BORROWERS"), WRC MEDIA INC. (formerly known as EAC II, Inc.), a Delaware corporation and the parent of JLC ("HOLDINGS"), as a guarantor, the various financial institutions and other Persons from time to time parties hereto (the "BorrowerLENDERS"), CARSONDLJ CAPITAL FUNDING, INC., a Delaware xxxxxration . ("HoldingsDLJ"), as the Syndication Agent (in such capacity, the "SYNDICATION AGENT"), the lenders named on Schedule 1 hereto Lead Arranger and the Sole Book Running Manager, BANK OF AMERICA, N.A. (the "LendersBOFA"), QUANTUM PARTNERS LDC, as administrative agent (together with its successors and assignsin such capacity, the "Administrative AgentADMINISTRATIVE AGENT") for the Lenders, and NORWEST BANK MINNESOTA, N.A.GENERAL ELECTRIC CAPITAL CORPORATION, as collateral the documentation agent (together with its successors and assignsin such capacity, the "Collateral AgentDOCUMENTATION AGENT"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined) for the Lenders.
Appears in 1 contract
Samples: Credit Agreement (World Almanac Education Group Inc)
Independence of Covenants. 76 10.17116 Section 11.13. Integration.................................................76 SCHEDULE 1 Lenders ANNEX I Schedule Change in Accounting Principles, Fiscal Year or Tax Laws....................... 116 Section 11.14. Headings Descriptive; Entire Agreement......................................... 116 Section 11.15. Judgment Currency.............................................................. 116 Section 11.16. Dollar Equivalent Computations................................................. 117 Section 11.17. Amendment and Restatement; No Novation......................................... 117 Section 11.18. References in Credit Documents................................................. 117 Section 11.19. Injunctive Relief; Limitation of Existing Debt ANNEX II Schedule of Subsidiaries ANNEX III Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Liability..................................... 118 EXHIBITS AND SCHEDULES EXHIBITS: --------- Exhibit A - -- Form of Term Additional Multicurrency Borrower Agreement Exhibit B -- Form of Domestic Syndicated Note Exhibit B-1 - C-1 -- Form of Georgia Mortgage Multicurrency Syndicated Note by Interface, Inc. Exhibit B-2 - C-2 -- Form of Illinois Mortgage Multicurrency Syndicated Note by Interface Europe Ltd. Exhibit C - C-3 -- Form of Borrower Securities Pledge Agreement Multicurrency Syndicated Note by Interface Europe B.V. Exhibit D - -- Form of Borrower Intellectual Property Security Agreement Domestic Swing Line Note Exhibit E - Form of Borrower General Security Agreement -- Closing Certificate Exhibit F - Form -- Opinion of Johnson Products Intellectxxx Xxxperty Security Agreement Xxxxxxxxxx Xxxxxxxx LLP Exhibit G - Form G-1 -- Opinion of Johnson Products General Sxxxxxxx Agreement Xxxxx Xxxxxxx Exhibit G-2 -- Opinion of Xxx xxx Xxxxx Exhibit H - Form of Dermablend Intellectual Property Security Agreement Exhibit I - Form of Holdings Guarantee Exhibit J - Form of Holdings Securities Pledge Agreement Exhibit K - Form of Subsidiary Guarantee Exhibit L - -- Form of Assignment and Assumption Acceptance Exhibit I -- Borrowing Base Certificate Exhibit J -- Master Acknowledgment Agreement SECURED TERM LOAN AGREEMENTExhibit K-1 -- Third Amended and Restated Interface Guaranty Agreement Exhibit K-2 -- Third Amended and Restated Subsidiary Guaranty Agreement Exhibit L -- Letter of Credit Agreement Exhibit M -- L/C Cash Collateral Assignment Agreement Exhibit N -- Amended and Restated Indemnification Agreement Exhibit O -- Amended and Restated Contribution Agreement SCHEDULES: ---------- Schedule 1.1(a) -- Commitments Schedule 1.1(b) -- Existing Domestic Letters of Credit Schedule 1.1(c) -- Mandatory Cost Rate Schedule 6.01 -- Organization and Ownership of Subsidiaries Schedule 6.05 -- Pending and Threatened Litigation Schedule 6.11 -- Burdensome Restrictions Schedule 6.12 -- Tax Filings and Payments Schedule 6.13 -- Material Subsidiaries Schedule 6.15 -- Employee Benefit Matters Schedule 6.16 -- Patent, dated Trademark, License and Other Intellectual Property Matters Schedule 6.17 -- Ownership of Properties Schedule 6.18 -- Indebtedness Schedule 6.21 -- Labor and Employment Matters Schedule 6.22 -- Payment or Dividend Restrictions Schedule 7.07(b) -- Environmental Notices Schedule 8.02 -- Existing Liens THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT made and entered into as of December 8January 17, 1998 (this "Agreement")2002, between CARSON PRODUCTS COMPANY, x Xxlaware corporation (the "Borrower"), CARSONby and among INTERFACE, INC., a Delaware xxxxxration Georgia corporation ("HoldingsInterface"), INTERFACE EUROPE B.V., a "besloten vennootschap met beperkte aansprakelijkheid" (private company with limited liability) incorporated and existing under the laws of The Netherlands with its registered seat in Scherpenzeel, Gld., The Netherlands ("Europe B.V."), INTERFACE EUROPE LTD., a private company limited by shares organized and existing under the laws of England and Wales ("Europe Limited"), and each other Foreign Subsidiary (as hereinafter defined) that becomes a "Multicurrency Borrower" hereunder as provided in Section 3.09 hereof (each an "Additional Multicurrency Borrower" and collectively, the "Additional Multicurrency Borrowers"; Interface, Europe B.V., Europe Limited, and all Additional Multicurrency Borrowers referred to collectively herein as the "Borrowers"), the lenders named banks and lending institutions listed on Schedule 1 hereto the signature pages hereof and such other banks and lending institutions which become "Lenders" as provided herein (collectively, the "Lenders"), QUANTUM PARTNERS LDCFIRST UNION NATIONAL BANK, a national banking association, in its capacity as administrative agent for those Lenders having Domestic Syndicated Loan Commitments or having outstanding Domestic Syndicated Loans as provided herein, and each successor agent for such Lenders as may be appointed from time to time pursuant to Article X hereof (together with its successors and assigns, the "Administrative Domestic Agent") ), FIRST UNION NATIONAL BANK, a national banking association, in its capacity as agent for those Lenders having outstanding Multicurrency Syndicated Loan Commitments or having outstanding Multicurrency Syndicated Loans as provided herein, and NORWEST BANK MINNESOTAeach successor agent for such Lenders as may be appointed from time to time pursuant to Article X hereof (the "Multicurrency Agent"; the Domestic Agent and the Multicurrency Agent referred to collectively herein as the "Co-Agents"), N.A.SUNTRUST BANK, in its capacity as collateral agent for the Co-Agents and Lenders and each successor collateral agent as may be appointed from time to time pursuant to Article X hereof (together with its successors and assigns, the "Collateral Agent") and CITICORP NORTH AMERICA, INC., in its capacity as syndication agent for the Co-Agents and Lenders (the "Syndication Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.
Appears in 1 contract
Samples: Credit Agreement (Interface Inc)
Independence of Covenants. 75 Section 10.13. Change in Accounting Principles, Fiscal Year or Tax Laws...............................................75 Section 10.14. Headings Descriptive; Entire Agreement................................76 10.17. Integration.................................................76 SCHEDULES ---------- SCHEDULE 1 Lenders ANNEX I Schedule 5.01(A) Lack of Qualification SCHEDULE 5.01(B) Organization and Ownership of Subsidiaries SCHEDULE 5.05 Certain Pending and Threatened Litigation SCHEDULE 5.08 Environmental Matters SCHEDULE 5.11 Tax Filings and Payments SCHEDULE 5.14 Employee Benefit Matters SCHEDULE 5.15 Patent, Trademark, License, and Other Intellectual Property Matters SCHEDULE 5.16 Ownership of Properties SCHEDULE 5.19 Dividend Restrictions SCHEDULE 7.02(A) Existing Liens SCHEDULE 7.02(B) Existing Debt ANNEX II Schedule of Subsidiaries ANNEX III Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Exhibit EXHIBITS -------- EXHIBIT A - Form of Term Revolving Note Exhibit B-1 EXHIBIT B - Form of Georgia Mortgage Exhibit B-2 - Form of Illinois Mortgage Exhibit Bid Facility Note EXHIBIT C - Form of Borrower Securities Pledge Agreement Exhibit Swing Line Note EXHIBIT D - Form of Borrower Intellectual Property Security Agreement Exhibit Bid Request EXHIBIT E - Form of Borrower General Security Agreement Exhibit Bid Request Invite EXHIBIT F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Exhibit Bid Rate Bid EXHIBIT G - Form of Johnson Products General Sxxxxxxx Agreement Exhibit Bid Rate Acceptance/Rejection EXHIBIT H - Form of Dermablend Intellectual Property Security Guaranty Agreement Exhibit EXHIBIT I - Form of Holdings Guarantee Exhibit Closing Certificate EXHIBIT J - Form of Holdings Securities Pledge Agreement Exhibit Opinion of Smitx, Xxmbxxxx & Xussxxx, XXP EXHIBIT K - Form of Subsidiary Guarantee Exhibit L - Form of Assignment and Assumption Acceptance Agreement SECURED TERM LOAN AGREEMENT, dated EXHIBIT L - Form of Compliance Certificate CREDIT AGREEMENT THIS CREDIT AGREEMENT made and entered into as of December 8March 31, 1998 (this "Agreement")1998, between CARSON PRODUCTS COMPANYby and among HAVEXXX XXXNITURE COMPANIES, x Xxlaware INC., a corporation organized and existing under the laws of the State of Maryland (the "Borrower"), CARSONSUNTRUST BANK, INC.ATLANTA, a Delaware xxxxxration banking corporation organized under the laws of the State of Georgia ("HoldingsSunTrust"), the lenders named other banks and lending institutions listed on Schedule 1 hereto the signature pages hereof, and any assignees of SunTrust, or such other banks and lending institutions which become "Lenders" as provided herein (SunTrust, and such other banks, lending institutions, and assignees referred to collectively herein as the "Lenders"), QUANTUM PARTNERS LDCSUNTRUST BANK, ATLANTA, in its capacity as administrative agent for the Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (together with its successors and assigns, the "Administrative Agent") ), FIRST UNION NATIONAL BANK and NORWEST BANK MINNESOTANATIONSBANK, N.A., in their respective capacities as collateral agent co-agents for the Lenders (together with its successors and assigns, the "Collateral AgentCo-Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.;
Appears in 1 contract
Independence of Covenants. 76 10.1782 Section 11.13. Integration.................................................76 SCHEDULE 1 Lenders ANNEX I Change in Accounting Principles, Fiscal Year or Tax Laws........................... 82 Section 11.14. Headings Descriptive; Entire Agreement.............. 82 SCHEDULES --------- Schedule of Existing Debt ANNEX II 1.01 Commitments Schedule 6.01 Organization and Ownership of Subsidiaries ANNEX III Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V 6.05 Certain Pending and Threatened Litigation Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII 6.08(a) Environmental Compliance Schedule of Litigation ANNEX VIII 6.08(b) Environmental Notices Schedule of Consents ANNEX IX 6.08(c) Environmental Permits Schedule of 6.10 No Defaults Schedule 6.11 Burdensome Restrictions ANNEX X Environmental Schedule 6.12 Tax Filings and Payments Schedule 6.13 Material Subsidiaries Schedule 6.15 Employee Benefit Matters ANNEX XI Taxes ANNEX XII Schedule of 6.16 Patent, Trademark, License, and Other Intellectual Property ANNEX XIII Matters Schedule 6.17 Ownership of Properties Schedule 6.20 Labor and Employment Matters Schedule 6.21 Dividend Restrictions Schedule 8.01 Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Indebtedness Schedule 8.02 Existing Liens EXHIBITS -------- Exhibit A - Form of Revolving Credit Note Exhibit B - Form of Term Note Exhibit B-1 - Form of Georgia Mortgage Exhibit B-2 - Form of Illinois Mortgage Exhibit C - Form of Borrower Securities Pledge Agreement Money Market Note Exhibit D - Form of Borrower Intellectual Property Security Guaranty Agreement Exhibit E - Form of Borrower General Security Agreement Money Market Bid Request Exhibit F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Invitation to Bid Exhibit G - Form of Johnson Products General Sxxxxxxx Agreement Money Market Bid Exhibit H - Form of Dermablend Intellectual Property Security Agreement Money Market Bid Accept/Reject Letter Exhibit I - Form of Holdings Guarantee Closing Certificate Exhibit J J-1 - Form of Holdings Securities Pledge Agreement Opinion of Corporate Counsel Exhibit J-2 - Form of Opinion of Powell, Goldstein, Xxxxxx & Xxxxxx Exhibit K - Form of Subsidiary Guarantee Exhibit L - Form of Assignment and Assumption Agreement SECURED TERM LOAN AGREEMENT, dated Acceptance CREDIT AGREEMENT ---------------- THIS CREDIT AGREEMENT made and entered into as of December 8March 6, 1998 1996, by and among RUBY TUESDAY (this "Agreement"GEORGIA), between CARSON PRODUCTS COMPANYINC., x Xxlaware corporation a Georgia corporation, to be known following the Effective Date (as such term is defined below) as Ruby Tuesday, Inc. (the "Borrower"), CARSONSUNTRUST BANK, INC.ATLANTA, a Delaware xxxxxration banking corporation organized -------- under the laws of the State of Georgia ("HoldingsSunTrust"), the lenders named other banks and lending -------- institutions listed on Schedule 1 hereto the signature pages hereof, and any assignees of SunTrust or such other banks and lending institutions which become "Lenders" as provided herein (SunTrust, and such other banks, lending institutions, and assignees referred to collectively herein as the "Lenders"), QUANTUM PARTNERS LDCSUNTRUST BANK, ATLANTA, in ------- its capacity as administrative agent for the Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article X hereof (together with its successors and assigns, the "Administrative Agent") and NORWEST BANK MINNESOTASUNTRUST BANK, N.A., ATLANTA in its capacity as collateral administrative agent for ----- the Lenders and each successor administrative agent for such Lenders as may be appointed from time to time pursuant to Article X hereof (together with its successors and assigns, the "Collateral Administrative -------------- Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.; -----
Appears in 1 contract
Independence of Covenants. 76 10.1734 Section 9.13. Integration.................................................76 SCHEDULE Change in Accounting Principles, Fiscal Year or Tax Laws......................... 34 Section 9.14. Headings Descriptive; Entire Agreement........................................... 34 Section 9.15. Confidentiality.................................................................. 35 Schedule 1 Lenders ANNEX I Commitments / Percentages Schedule 1.01 Pricing Schedule Schedule 1.02 Existing Letters of Existing Debt ANNEX II Credit Schedule of Subsidiaries ANNEX III Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics 9.01 Notice Information EXHIBITS Exhibit A - Form of Term Note Letter of Credit Application Exhibit B-1 B - Form of Georgia Mortgage Exhibit B-2 - Form Notice of Illinois Mortgage Outstanding Letters of Credit Exhibit C - Form of Borrower Securities Pledge Agreement Closing Certificate Exhibit D - Form of Borrower Intellectual Property Security Agreement Compliance Certificate Exhibit E - Form of Borrower General Security Cash Collateral Agreement Exhibit F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Assignment and Acceptance Exhibit G - Form of Johnson Products General Sxxxxxxx Agreement Exiting Lender Acknowledgment Exhibit H H-1-A - Form of Dermablend Intellectual Property Security Agreement Opinion of Foley & Lardner Exhibit I H-1-B - Form of Holdings Guarantee Exhibit J Opinion of Alan J. Millex, Xxq. Xxxxxxx H-2 - Form of Holdings Securities Pledge Agreement Exhibit K Opinion of Troutman Xxxxxxx XXX Xxhibit H-3 - Form of Subsidiary Guarantee Exhibit L - Form Opinion of Assignment Mayer, Bxxxx, Xxwx & Xxx LLP LETTER OF CREDIT FACILITY AGREEMENT THIS LETTER OF CREDIT FACILITY AGREEMENT made and Assumption Agreement SECURED TERM LOAN AGREEMENT, dated entered into as of December January 8, 1998 (this "Agreement")2004, between CARSON PRODUCTS COMPANYby and among INTERMET CORPORATION, x Xxlaware a Georgia corporation (the "BorrowerCompany"), CARSON, INC.THE BANK OF NOVA SCOTIA, a Delaware xxxxxration Canadian chartered bank ("HoldingsScotia Capital"), acting through its Atlanta Agency, the lenders named other banks and lending institutions listed on Schedule 1 hereto the signature pages hereof, and any assignees of Scotia Capital, or such other banks and lending institutions which become "Lenders" as provided herein (Scotia Capital, and such other banks, lending institutions, and assignees referred to collectively herein as the "Lenders"), QUANTUM PARTNERS LDC, ) and Scotia Capital in its capacities as administrative agent for the Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (together with its successors and assigns, the "Administrative Agent") and NORWEST BANK MINNESOTA, N.A., as collateral agent (together with its successors and assigns, the "Collateral Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so definedIssuer.
Appears in 1 contract
Independence of Covenants. 76 10.1763 Section 10.13. Integration.................................................76 Change in Accounting Principles, Fiscal Year or Tax Laws.........63 Section 10.14. Headings Descriptive; Entire Agreement...........................63 SCHEDULES --------- SCHEDULE 1 Lenders ANNEX I Schedule 5.01(a) Lack of Existing Debt ANNEX II Schedule Qualification SCHEDULE 5.01(b) Organization and Ownership of Subsidiaries ANNEX III Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of SCHEDULE 5.05 Certain Pending and Threatened Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X SCHEDULE 5.08 Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of SCHEDULE 5.11 Tax Filings and Payments SCHEDULE 5.14 Employee Benefit Matters SCHEDULE 5.15 Patent, Trademark, License, and Other Intellectual Property ANNEX XIII Schedule Matters SCHEDULE 5.16 Ownership of Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Exhibit Properties SCHEDULE 5.19 Dividend Restrictions EXHIBITS -------- EXHIBIT A - Form of Term Revolving Note Exhibit B-1 EXHIBIT B - Form of Georgia Mortgage Exhibit B-2 - Form of Illinois Mortgage Exhibit Bid Facility Note EXHIBIT C - Form of Borrower Securities Pledge Agreement Exhibit Swing Line Note EXHIBIT D - Form of Borrower Intellectual Property Security Agreement Exhibit Bid Request EXHIBIT E - Form of Borrower General Security Agreement Exhibit Bid Request Invite EXHIBIT F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Exhibit Bid Rate Bid iv 161 EXHIBIT G - Form of Johnson Products General Sxxxxxxx Agreement Exhibit Bid Rate Acceptance/Rejection EXHIBIT H - Form of Dermablend Intellectual Property Security Guaranty Agreement Exhibit EXHIBIT I - Form of Holdings Guarantee Exhibit Closing Certificate EXHIBIT J - Form of Holdings Securities Pledge Agreement Exhibit Opinion of Smitx, Xxmbxxxx & Xussxxx, XXP EXHIBIT K - Form of Subsidiary Guarantee Exhibit L - Form of Assignment and Assumption Acceptance Agreement SECURED TERM LOAN AGREEMENT, dated THIS CREDIT AGREEMENT made and entered into as of December 8March 31, 1998 (this "Agreement")1998, between CARSON PRODUCTS COMPANYby and among HAVERTYS CREDIT SERVICES, x Xxlaware INC., a corporation organized and existing under the laws of the State of Tennessee (the "Borrower"), CARSONSUNTRUST BANK, INC.ATLANTA, a Delaware xxxxxration banking corporation organized under the laws of the State of Georgia ("HoldingsSunTrust"), the lenders named other banks and lending institutions listed on Schedule 1 hereto the signature pages hereof, and any assignees of SunTrust, or such other banks and lending institutions which become "Lenders" as provided herein (SunTrust, and such other banks, lending institutions, and assignees referred to collectively herein as the "Lenders"), QUANTUM PARTNERS LDCSUNTRUST BANK, ATLANTA, in its capacity as administrative agent for the Lenders and each successor agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (together with its successors and assigns, the "Administrative Agent") ), FIRST UNION NATIONAL BANK and NORWEST BANK MINNESOTANATIONSBANK, N.A., in their respective capacities as collateral agent co-agents for the Lenders (together with its successors and assigns, the "Collateral AgentCo-Agents"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.;
Appears in 1 contract
Independence of Covenants. 76 10.1766 Section 10.13. Integration.................................................76 Headings Descriptive; Entire Agreement...........................................................67 SCHEDULES SCHEDULE 1 Lenders ANNEX I Schedule of Existing Debt ANNEX II Schedule 5.13 Organization and Ownership of Subsidiaries ANNEX III Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V Schedule of SCHEDULE 5.22 Outstanding Indebtedness SCHEDULE 7.01 Existing Liens ANNEX VI List of Mortgaged Real Property ANNEX VII Schedule of Litigation ANNEX VIII Schedule of Consents ANNEX IX Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Exhibit EXHIBITS EXHIBIT A - Form of Term Syndicated Note Exhibit B-1 EXHIBIT B - Form of Georgia Mortgage Exhibit B-2 - Form of Illinois Mortgage Exhibit Guaranty Agreement EXHIBIT C - Form of Borrower Securities Pledge Contribution Agreement Exhibit EXHIBIT D - Form of Borrower Intellectual Property Security Agreement Exhibit Closing Certificate EXHIBIT E - Form of Borrower General Security Agreement Exhibit Opinion EXHIBIT F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Exhibit G - Form of Johnson Products General Sxxxxxxx Agreement Exhibit H - Form of Dermablend Intellectual Property Security Agreement Exhibit I - Form of Holdings Guarantee Exhibit J - Form of Holdings Securities Pledge Agreement Exhibit K - Form of Subsidiary Guarantee Exhibit L - Form of Assignment and Assumption Acceptance Agreement SECURED TERM LOAN AGREEMENT, dated EXHIBIT G - Form of Compliance Certificate REVOLVING CREDIT AGREEMENT THIS REVOLVING CREDIT AGREEMENT made and entered into as of December 829, 1998 (this "Agreement")1999, between CARSON PRODUCTS COMPANYby and among CHOICEPOINT INC., x Xxlaware a Georgia corporation (the "Borrower"), CARSONWACHOVIA BANK, INC.N.A., a Delaware xxxxxration national banking association ("HoldingsWachovia"), the lenders named on Schedule 1 hereto SUNTRUST BANK, ATLANTA, a Georgia banking corporation ("SunTrust"), and First Union National Bank, a national banking association ("First Union"), and any assignees of Wachovia, SunTrust, or First Union (Wachovia, SunTrust, and First Union are referred to collectively herein as the "Lenders"), QUANTUM PARTNERS LDCWACHOVIA BANK, N.A., in its capacity as administrative agent Administrative Agent for the Lenders and each successor Administrative Agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (together with its successors and assigns, the "Administrative Agent") ), SUNTRUST BANK, ATLANTA, in its capacity as Documentation Agent for the Lenders and NORWEST BANK MINNESOTA, N.A., each successor Documentation Agent for such Lenders as collateral agent may be appointed from time to time pursuant to Article IX hereof (together with its successors and assigns, the "Collateral Documentation Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined FIRST UNION NATIONAL BANK, in Section 9 are used herein its capacity as so defined.Managing Agent for the Lenders and each successor Managing Agent for such Lenders as may be appointed from time to time pursuant to Article IX hereof (the "Managing Agent");
Appears in 1 contract
Independence of Covenants. 76 10.17. Integration.................................................76 SCHEDULE 1 Lenders ANNEX I 113 13.20 Reliance on and Survival of Various Provisions ....................................... 114 TABLE OF CONTENTS ----------------- (Continued) SCHEDULES Schedule of Existing Debt ANNEX II 1.1 Pricing Matrix Schedule of 1.2 Percentages and Allocations Schedule 1.3 Significant Foreign Subsidiaries ANNEX III Schedule of Collective Bargaining Agreements ANNEX IV Summary of Corporate Insurance Policies ANNEX V 1.4 Investment Policy Schedule of Liens ANNEX VI 1.5 Proprietary Rights Schedule 5.1(b) List of Mortgaged Real Jurisdictions in which Company and/or Subsidiaries do material business Schedule 5.1(c)(ii) Description of Leased Property ANNEX VII Schedule 5.1(c)(iv) List of Litigation ANNEX VIII Jurisdictions in which to file financing statements Schedule of Consents ANNEX IX 6.1 Exceptions to Foreign Corporation Qualifications Schedule of Restrictions ANNEX X Environmental Matters ANNEX XI Taxes ANNEX XII Schedule of Intellectual Property ANNEX XIII Schedule of Existing Leases ANNEX XIV 6.9 Compliance with Laws ANNEX XV Morningside Management Fee ANNEX XVI AM Cosmetics Exhibit Schedule 6.12 Litigation Schedule 6.16 Employee Pension Benefit Plans Schedule 6.18 Environmental Matters Schedule 6.19 Subsidiaries Schedule 6.20 Contingent Obligations Schedule 6.24 Capitalization Schedule 7.8 Environmental Actions Schedule 7.19 Real Estate Requirements Schedule 8.1(b) Existing Funded Debt Schedule 8.2 Permitted Liens Schedule 8.3 Existing Guaranties Schedule 8.8 Existing Investments Schedule 8.9 Transactions with Affiliates Schedule 8.11 Negative Pledges Schedule 13.6 Notices TABLE OF CONTENTS ----------------- (Continued) EXHIBITS A - Form of Term Note Exhibit B-1 - Form of Georgia Mortgage Exhibit B-2 - Form of Illinois Mortgage Exhibit FORM OF REQUEST FOR REVOLVING CREDIT ADVANCE B FORM OF REVOLVING CREDIT NOTE C - Form of Borrower Securities Pledge Agreement Exhibit FORM OF SWING LINE NOTE D - Form of Borrower Intellectual Property Security Agreement Exhibit FORM OF REQUEST FOR SWING LINE ADVANCE E - Form of Borrower General Security Agreement Exhibit FORM OF SWING LINE BANK PARTICIPATION CERTIFICATE F - Form of Johnson Products Intellectxxx Xxxperty Security Agreement Exhibit FORM OF NOTICE OF LETTERS OF CREDIT G - Form of Johnson Products General Sxxxxxxx Agreement Exhibit FORM OF BORROWING BASE CERTIFICATE. H - Form of Dermablend Intellectual Property Security Agreement Exhibit FORM OF COMPANY PLEDGE AGREEMENT I - Form of Holdings Guarantee Exhibit FORM OF ASSIGNMENT AGREEMENT J - Form of Holdings Securities Pledge Agreement Exhibit INTENTIONALLY LEFT BLANK K - Form of Subsidiary Guarantee Exhibit FORM OF SECURITY AGREEMENT L - Form of Assignment and Assumption Agreement SECURED FORM OF INTERCOMPANY NOTE M FORM OF COVENANT COMPLIANCE REPORT N FORM OF COMPANY PLEDGE AGREEMENT O FORM OF TERM LOAN AGREEMENT, dated as of December 8, 1998 RATE REQUEST CREDIT AGREEMENT This Credit Agreement (this "Agreement") is made as of August 9, 2002, by and among the financial institutions from time to time signatory hereto (individually a "Bank," and any and all such financial institutions collectively the "Banks"), between CARSON PRODUCTS COMPANYComerica Bank, x Xxlaware as administrative agent for the Banks (in such capacity, "Administrative Agent"), The CIT Group/Business Credit, Inc., a New York corporation, as collateral agent for the Banks (in such capacity "Collateral Agent") and Aspect Communications Corporation, a California corporation (the "BorrowerCompany"), CARSON, INC., a Delaware xxxxxration ("Holdings"), the lenders named on Schedule 1 hereto (the "Lenders"), QUANTUM PARTNERS LDC, as administrative agent (together with its successors and assigns, the "Administrative Agent") and NORWEST BANK MINNESOTA, N.A., as collateral agent (together with its successors and assigns, the "Collateral Agent"). Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined.
Appears in 1 contract
