INDEX OF APPENDICES. Exhibit l.l(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems Annex D (Section 2.1 (a)) - Closing Checklist Annex E (Section 4.l(a)) - Financial Statements and Projections — Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses CREDIT AGREEMENT, dated as of June 17, 2002 (this “Credit Agreement”), among GREAT NORTHERN EQUIPMENT, INC., a Montana corporation (“Great Northern”), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)) (“H&E” and together with Great Northern, each individually, a “Borrower”, and collectively and jointly and severally, the “Borrowers”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself as Lender, as Administrative Agent for the Lenders and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
Appears in 3 contracts
Samples: Credit Agreement (H&E Equipment Services, Inc.), Credit Agreement (H&E Equipment Services, Inc.), Credit Agreement (H&E Equipment Services, Inc.)
INDEX OF APPENDICES. Exhibit l.l(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit [Intentionally Omitted] Annex C (Section 1.8) - Cash Management Systems System Annex D (Section 2.1 (a2.1(a)) - Closing Checklist Annex E (Section 4.l(a4.1(a)) - Financial Statements and Projections — -- Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses Annex J (from Annex A- Commitments definition) - Commitments as of Closing Date Exhibit 1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit 1.1(a)(ii) - Form of Revolving Note Exhibit 1.1(b) - Form of Term Note Exhibit 1.1(c)(i) - Form of Notice of Swing Line Advance Exhibit 1.1(c)(ii) - Form of Swing Line Note Exhibit 1.5(e) - Form of Notice of Conversion/Continuation Exhibit 5.13 Form of Joinder Agreement Exhibit 6.3(a)(viii) Form of Subordinated Intercompany Note Exhibit 9.1(a) - Form of Assignment Agreement Schedule A Consolidated EBITDA - 2004 Schedule 1.1 - Agent’s Representatives Disclosure Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Disclosure Schedule 3.1 - Type of Entity; State of Organization; Telecommunications Approvals Disclosure Schedule 3.2 - Executive Offices, Collateral Locations, FEIN Disclosure Schedule 3.4(a) - Financial Statements Disclosure Schedule 3.4(b) - Pro Forma Disclosure Schedule 3.6 - Real Property Disclosure Schedule 3.7 - Labor Matters Disclosure Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Disclosure Schedule 3.11 - Tax Matters Disclosure Schedule 3.12 - ERISA Plans Disclosure Schedule 3.13 - Litigation Disclosure Schedule 3.14 - Brokers Disclosure Schedule 3.15 - Intellectual Property Disclosure Schedule 3.17 - Hazardous Materials Disclosure Schedule 3.18 - Insurance Disclosure Schedule 3.19 - Accounts Disclosure Schedule 3.20 - Government Contracts Disclosure Schedule 3.22 - Material Agreements Disclosure Schedule 6.2 - Investments Disclosure Schedule 6.3 - Indebtedness Disclosure Schedule 6.4(a) - Transactions with Affiliates Disclosure Schedule 6.6 Guaranteed Indebtedness Disclosure Schedule 6.7 - Existing Liens This CREDIT AGREEMENTAGREEMENT (this “Agreement”), dated as of June 17December 21, 2002 (this “Credit Agreement”), 2004 among GREAT NORTHERN EQUIPMENT, OTELCO INC., a Montana Delaware corporation (“Great NorthernBorrower”), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)) (“H&E” and together with Great Northern, each individually, a “Borrower”, and collectively and jointly and severally, the “Borrowers”), ; the other Credit Parties signatory hereto, ; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself itself, as Lender, and as Administrative Agent for the Lenders Lenders, and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
Appears in 2 contracts
Samples: Credit Agreement (Otelco Inc.), Credit Agreement (Otelco Telecommunications LLC)
INDEX OF APPENDICES. Exhibit l.l(a)(i1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii1.1(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii1.1(b)(ii) - Form of Swing Line Note Exhibit l.5(e1.1(d)(ii) - Form of New Lender Agreement Exhibit 1.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b4.1(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) B-1 - Form Application for Standby Letter of Notice of Issuance of Credit Exhibit B-2 - Application for Documentary Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 2.3 - Sources and Uses; Funds Flow Memorandum Form of Inspection Certificate Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Existing Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Schedule 6.8 - Permitted Properties Schedule A-1 - Designated Properties Schedule A-2 - Location of Eligible Fixed Assets Schedule B-1 - Existing Letters of Credit Schedule C-1 - Mortgaged Properties Schedule D-1 - Form of Collateral Report Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems Annex D (Section 2.1 (a2.1(a)) - Schedule of Additional Closing Checklist Documents Annex E (Section 4.l(a4.1(a)) - Financial Statements and Projections — Projections--Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 17May 21, 2002 2003 among The Bon-Ton Department Stores Inc., a Pennsylvania corporation (this “Credit Agreement”"Bon-Ton" ), among GREAT NORTHERN EQUIPMENTThe Bon-Ton Stores of Lancaster, INC.Inc., a Montana Pennsylvania corporation (“Great Northern”), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)"Lancaster") (“H&E” Bon-Ton and together with Great Northern, each individually, Lancaster are sometimes collectively referred to herein as the "Borrowers" and individually as a “"Borrower”, and collectively and jointly and severally, the “Borrowers”"), ; the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION; the Lenders signatory hereto from time to time; General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “"GE Capital”"), for itself itself, as Lender, Lender and as Administrative Agent for the Lenders Lenders; The CIT Group/Business Credit, Inc. and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATIONCongress Financial Corporation (Central), as Arranger (“Arranger”)Co-Syndication Agents, BANK OF AMERICA, N.A.and Foothill Capital Corporation and Fleet Capital Corporation, as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Co-Documentation Agent (“Documentation Agent”)Agents.
Appears in 1 contract
INDEX OF APPENDICES. Exhibit l.l(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems System Annex D (Section 2.1 (a2.1(a)) - Closing Checklist Annex E (Section 4.l(a4.1(a)) - Financial Statements and Projections — - Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses Annex J (from Annex A Commitments definition) - Commitments as of Closing Date Exhibit 1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit 1.1(a)(ii) - Form of Revolving Note Exhibit 1.1(b)(i) - Form of Notice of First Funded Revolving Credit Advance Exhibit 1.1(b)(ii) - Form of First Funded Revolving Note Exhibit 1.1(c)(ii) - Form of Swing Line Note Exhibit 1.1(d)(i) - Form of Notice of Canadian Advance Exhibit 1.1(d)(ii) - Form of Canadian Note Exhibit 1.5(e)(i) - Form of Notice of Conversion/Continuation-LIBOR Exhibit 1.5(e)(ii) - Form of Notice of Conversion/Continuation-BA Rate Exhibit 4.1(b) - Form of Borrowing Base Certificate Exhibit 9.1(a) - Form of Assignment Agreement Exhibit A - Application for Standby Letter of Credit Exhibit B - Material Contracts Exhibit C - Xxxxx Cash Accounts Exhibit D - Assets of the Post Confirmation Trust Exhibit E - Assets of the Reclamation Creditors’ Trust Exhibit F - Existing Letters of Credit Schedule 1.1 - Agent’s and Canadian Lender’s Representatives Disclosure Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Disclosure Schedule 3.1 - Type of Entity; State of Organization Disclosure Schedule 3.2 - Executive Offices, Collateral Locations, FEIN Disclosure Schedule 3.4(a) - Financial Statements Disclosure Schedule 3.4(b) - Pro Forma Disclosure Schedule 3.4(c) - Projections Disclosure Schedule 3.6 - Real Estate and Leases Disclosure Schedule 3.7 - Labor Matters Disclosure Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Disclosure Schedule 3.11 - Tax Matters Disclosure Schedule 3.12 - ERISA Disclosure Schedule 3.13 - Litigation Disclosure Schedule 3.15 - Intellectual Property Disclosure Schedule 3.17 - Hazardous Materials Disclosure Schedule 3.18 - Insurance Disclosure Schedule 3.19 - Deposit and Disbursement Accounts Disclosure Schedule 3.21 - Bonding; Licenses Disclosure Schedule 5.1 - Trade Names Disclosure Schedule 6.2 - Existing Investments Disclosure Schedule 6.3 - Existing Indebtedness Disclosure Schedule 6.4(a) - Transactions with Affiliates Disclosure Schedule 6.7 - Existing Liens This CREDIT AGREEMENTAGREEMENT (this “Agreement”), dated as of June 17August 20, 2002 2004, is by and among (this “Credit Agreement”), among GREAT NORTHERN EQUIPMENTa) CORE-XXXX HOLDING COMPANY, INC., a Montana Delaware corporation (“Great NorthernHoldings”), H&E EQUIPMENT SERVICES L.L.C.CORE-XXXX HOLDINGS I, INC., a Louisiana limited liability company (f/k/a/ Gulf Wide IndustriesDelaware corporation, L.L.C.CORE-XXXX HOLDINGS II, INC., a Louisiana limited liability company Delaware corporation, CORE-XXXX HOLDINGS III, INC., a Delaware corporation, CORE-XXXX INTERNATIONAL, INC., a Delaware corporation, CORE-XXXX MIDCONTINENT, INC., an Arkansas corporation, CORE-XXXX INTERRELATED COMPANIES, INC., a California corporation, HEAD DISTRIBUTING COMPANY, a Georgia corporation, and XXXXXX-XXXXXXX CO., a Minnesota corporation (collectively, the “Gulf Wide”)) (“H&EBorrowers” and together with Great Northern, each individually, a “Borrower”, and collectively and jointly and severally, the “Borrowers”), the other Credit Parties signatory hereto, ; (b) GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself itself, as Lender, and as Administrative Agent administrative agent for the Lenders Lenders; (c) CONGRESS FINANCIAL CORPORATION (WESTERN), a California corporation, for itself, as Lender, and as co-syndication agent for Lenders, (d) JPMORGAN CHASE BANK, a New York banking corporation, for itself, as Lender, and as co-syndication agent for Lenders, (e) BANK OF AMERICA, N.A., a national banking association, for itself, as Lender, and as co-documentation agent, (f) XXXXX FARGO FOOTHILL, LLC, a California limited liability company, for itself, as Lender, and as co-documentation agent, (g) the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION; and (h) GE CANADA FINANCE HOLDING COMPANY, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”)Canadian Lender.
Appears in 1 contract
INDEX OF APPENDICES. Exhibit l.l(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems Annex D (Section 2.1 (a2.1(a)) - Closing Checklist Annex E D (Section 4.l(a4.1(a)) - Financial Statements and Projections — -- Reporting Annex F E (Section 4.1(b)) - Collateral Reports Annex G F (Section 6.10) - Financial Covenants Annex H G (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I H (Section 11.10) - Notice Addresses Annex I (from Annex A- Revolving Loan Commitments definition) - Revolving Loan Commitments as of Closing Date Exhibit 1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit 1.1(a)(ii) - Form of Revolving Note Exhibit 1.1(b)(ii) - Form of Swing Line Note Exhibit 1.5(e) - Form of Notice of Conversion/Continuation Exhibit 4.1(b) - Form of Borrowing Base Certificate Exhibit 9.1(a) - Form of Assignment Agreement Exhibit B-1 - Application for Standby Letter of Credit Exhibit B-2 - Application and Agreement for Documentary Letter of Credit Schedule 1.1 - Agent’s Representatives Disclosure Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Disclosure Schedule 3.1 - Type of Entity; State of Organization Disclosure Schedule 3.2 - Executive Offices, Collateral Locations, FEIN Disclosure Schedule 3.4(B) - Projections Disclosure Schedule 3.6 - Real Estate and Leases Disclosure Schedule 3.7 - Labor Matters Disclosure Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Disclosure Schedule 3.11 - Tax Matters Disclosure Schedule 3.12 - ERISA Plans Disclosure Schedule 3.13 - Litigation Disclosure Schedule 3.15 - Intellectual Property Disclosure Schedule 3.17 - Hazardous Materials Disclosure Schedule 3.19 - Deposit Accounts Disclosure Schedule 3.20 - Government Contracts Disclosure Schedule 3.22 - Bonds; Patent, Trademark Licenses Disclosure Schedule 5.1 - Trade Names Disclosure Schedule 6.2 - Investments Disclosure Schedule 6.3 - Indebtedness Disclosure Schedule 6.4(a) - Transactions with Affiliates Disclosure Schedule 6.7 - Existing Liens Disclosure Schedule 6.8 - Sale of Stock and Assets This CREDIT AGREEMENTAGREEMENT (this “Agreement”), dated as of June 17October 20, 2002 (this “Credit Agreement”), 2006 among GREAT NORTHERN EQUIPMENTHUTTIG BUILDING PRODUCTS, INC., a Montana Delaware corporation (“Great NorthernParent”), H&E EQUIPMENT SERVICES L.L.C.HUTTIG, INC., a Louisiana limited liability company Delaware corporation (f/k/a/ Gulf Wide Industries, L.L.C.“Huttig”) and HUTTIG TEXAS LIMITED PARTNERSHIP, a Louisiana Texas limited liability company partnership (“Gulf WideHuttig Texas”)) (Parent, Huttig and Huttig Texas are sometimes collectively referred to herein as “H&EBorrowers” and together with Great Northern, each individually, individually as a “Borrower”, and collectively and jointly and severally, the “Borrowers”), ; the other Credit Parties signatory hereto, ; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself itself, as Lender, and as Administrative Agent for the Lenders Lenders, GE Capital Financial Inc., as an L/C Issuer (an “L/C/ Issuer”) and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
Appears in 1 contract
INDEX OF APPENDICES. Exhibit l.l(a)(i1.1(a)(i) - Form of Notice of Revolving Credit Advance Advance/Borrowing Base Certificate Exhibit l.l(a)(ii1.1(a)(iv) - Form of Tranche A Revolving Note Exhibit l.l(b)(ii1.1(a)(v) - Form of Tranche B Revolving Note Exhibit 1.1(b)(ii) - Form of Swing Line Note Exhibit l.5(e1.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a5.9(a) - Form of Lease Landlord Waiver Exhibit 4.l(b5.9(b) - Alternative Form of Landlord Waiver Exhibit 5.12 - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Credit Card Provider Notice Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) A-1 - Form of Notice Budget Exhibit A-2 - Form of Issuance Interim Order Exhibit B-1 - Form of GE Fee Letter Exhibit B-2 - Form of Credit Paragon Fee Letter Schedule 1.1 - Responsible Individual Schedule 1.1(c) - Authorized Signatories Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B3.5 - Pre-Closing Materially Adverse Events Schedule 3.6(a) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.6(b) - Leases in Default Schedule 3.6(c) - Leases (Borrower as Lessor, Sublessor or Assignor) Schedule 3.6(d) - Leased Department License Agreements Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements and Other Documents Schedule 3.26 - Credit Card Providers Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions with Affiliates Schedule 6.4(b) - Transactions with Affiliates Employee Loans Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 6.7(a) - Existing Liens Schedule 6.7(b) - Existing Capital Leases Schedule 6.8(c) - Permitted Dispositions Schedule 6.19 - Material Agreements Schedule 10 - Fiscal Quarters Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems System Annex D (Section 2.1 (a2.1(a)) - Schedule of Additional Closing Checklist Documents Annex E (Section 4.l(a4.1(a)) - Financial Statements and Projections — -- Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex F-1 - Required Reporting List Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ ' Wire Transfer Information Annex I (Section 11.10) - Notice Addresses CREDIT AGREEMENT, dated Annex J (from Annex A- Commitments definition)- Commitments as of June 17, 2002 (this “Credit Agreement”), among GREAT NORTHERN EQUIPMENT, INC., a Montana corporation (“Great Northern”), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)) (“H&E” and together with Great Northern, each individually, a “Borrower”, and collectively and jointly and severally, the “Borrowers”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself as Lender, as Administrative Agent for the Lenders and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).Closing Date
Appears in 1 contract
Samples: In Possession Credit Agreement (Filenes Basement Corp)
INDEX OF APPENDICES. Annex A -- Agent’s Wire Transfer Information Axxxx X -- Commitments as of Closing Date Exhibit l.l(a)(i1.1(a) - -- Form of Supplemental Guaranty Exhibit 1.1(b) -- Form of ABL Intercreditor Agreement Exhibit 1.1(c) -- Form of Compliance Certificate Exhibit 1.1(d) -- Form of Security Agreement Exhibit 1.1(e) -- Form of Pari Passu Intercreditor Agreement Exhibit 1.1(f) -- Form of Junior Intercreditor Agreement Exhibit 1.1(g) -- Form of Note Exhibit 1.1(h) -- Form of Permitted Loan Purchase Assignment and Acceptance Exhibit 2.1(b) -- Form of Notice of Revolving Credit Advance Borrowing Exhibit l.l(a)(ii2.5(e) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e) - -- Form of Notice of Conversion/Continuation Exhibit l.6B(a) - 3.1 -- Form of Lease Exhibit 4.l(b) - Form of Borrowing Base Solvency Certificate Exhibit 6.7(d)(iii)(A11.1(a) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - -- Form of Assignment Agreement Exhibit X-x(a) - Form Schedule A-1 -- Guarantors Schedule 2.1 -- Agent’s Representatives Schedule 4.2 -- Chief Executive Office, Jurisdiction of Notice Organization; Principal Place of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and UsesBusiness; Funds Flow Memorandum Schedule 3.2 - Executive OfficesCollateral Locations; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - 4.6 -- Real Estate Property and Leases Schedule 3.7 - 4.7 -- Labor Matters Schedule 3.8 - Ventures, 4.8 -- Subsidiaries and Affiliates; Outstanding Stock Joint Ventures Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - 4.13 -- Litigation Schedule 3.15 - 4.15 -- Intellectual Property Schedule 3.17 - 4.17 -- Hazardous Materials Schedule 3.18 - Insurance 6.13 -- Unrestricted Subsidiaries Schedule 3.19 - Deposit and Disbursement Accounts 6.14 -- Post-Closing Matters Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - 7.1 -- Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A on the Closing Date SENIOR SECURED TERM LOAN CREDIT AGREEMENT This SENIOR SECURED TERM LOAN CREDIT AGREEMENT (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems Annex D (Section 2.1 (aas the same may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”)) - Closing Checklist Annex E (Section 4.l(a)) - Financial Statements and Projections — Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses CREDIT AGREEMENT, dated as of June 17October 30, 2002 (this “Credit Agreement”)2015, by and among GREAT NORTHERN EQUIPMENTXPO, INC., a Montana corporation (“Great Northern”), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company . (f/k/a/ Gulf Wide Industriesa XPO LOGISTICS, L.L.C., a Louisiana limited liability company (“Gulf Wide”INC.)) (“H&E” and together with Great Northern, each individually, a “Borrower”, and collectively and jointly and severally, the “Borrowers”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“Borrower”); the other Credit Parties from time to time signatory hereto; MXXXXX SXXXXXX SENIOR FUNDING, INC. (“MSSF”), as administrative agent and collateral agent for the Lenders (together, with any permitted successors in its individual such capacity, “GE CapitalAgent”), for itself as Lender, as Administrative Agent for the Lenders ; and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
Appears in 1 contract
Samples: Credit Agreement (XPO, Inc.)
INDEX OF APPENDICES. Exhibit l.l(a)(i1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii1.1(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e1.4(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a1.5 - List of Special Tier 5 Account Debtors Exhibit 2.1(a)(1) - Form of Lease Opinion Exhibit 4.l(b2.1(a)(2) - Form of Notice of Assignment Exhibit 3.6(c) - Form of Copyright Mortgage Exhibit 4.1(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A5.9 - Form of Landlord's Waiver Exhibit 5.13(a)(1) - Form of Intercreditor Agreement (Floor Plan Inventory) Laboratory Access Letter Exhibit 6.7(d)(iii)(B5.13(a)(2) - Form of Intercreditor Laboratory Pledgeholder Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a5.14(a)(ii) - Form of Assignment Agreement Copyright Mortgage Supplement Exhibit X-x(a5.14(c)(ii) - Form of Notice Subordination Agreement Exhibit 5.14(d) - Form of Issuance Trademark Security Agreement Exhibit 5.17 - Form of Letter Instrument of Credit Assumption and Joinder Schedule 1.1 - Responsible Individual Schedule 1.4 1.3 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Projections Schedule 3.4(C3.6(A) - Projections Products and Recorded Products Schedule 3.4(D3.6(D)-1 - Laboratories holding Physical Materials necessary for exploitation of rights held by Unapix Schedule 3.6(D)-2 - Other Laboratories Schedule 3.6(E) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments in Joint Ventures Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.21.6) - Letters of Credit Cash Management System Annex C (Section 1.82.1(a)) - Cash Management Systems Schedule of Additional Closing Documents Annex D (Section 2.1 (a)) - Closing Checklist Annex E (Section 4.l(a4.1(a)) - Financial Statements and Projections — -- Reporting Annex F E (Section 4.1(b)) - Collateral Reports Annex G F (Section 6.10) - Financial Covenants Annex H G (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.1013.10) - Notice Addresses CREDIT AND SECURITY AGREEMENT, dated as of June 17September 28, 2002 (this “Credit Agreement”), 1999 among GREAT NORTHERN EQUIPMENTUNAPIX ENTERTAINMENT, INC., a Montana Delaware corporation (“Great Northern”"UNAPIX"), H&E EQUIPMENT SERVICES L.L.C.MIRAMAR IMAGES, INC., a Louisiana limited liability company Washington corporation (f/k/a/ Gulf Wide Industries"MIRAMAR"), L.L.C.UNAPIX PRODUCTIONS WEST, a Louisiana limited liability company California corporation (“Gulf Wide”"UPW"), FRESH DEVELOPMENT, INC., a Delaware corporation ("FDI"), UNAPIX DIRECT MEDIA, INC., a New Jersey corporation ("UDM"), GREEN LEAF ADVERTISING COMPANY, INC., a New York corporation ("GREEN LEAF"), UNAPIX SYNDICATION INC., a New York corporation ("USI") and THE JAZZ STORE, INC., a New Jersey corporation ("JSI") (“H&E” Unapix, Miramar, UPW, FDI, UDM, Green Leaf, USI and together with Great Northern, each individually, JSI are sometimes collectively referred to herein as the "BORROWERS" and individually as a “Borrower”, and collectively and jointly and severally, the “Borrowers”"BORROWER"), ; the other Credit Parties signatory hereto, ; and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware New York corporation (in its individual capacity, “"GE Capital”CAPITAL"), for itself as Lender, as Administrative Agent for the Lenders and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
Appears in 1 contract
Samples: Credit and Security Agreement (Unapix Entertainment Inc)
INDEX OF APPENDICES. Exhibit l.l(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems System Annex D (Section 2.1 (a2.1(a)) - Closing Checklist Annex E (Section 4.l(a4.1(a)) - Financial Statements and Projections — -- Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses Annex J (from Annex A- Commitments definition) - Commitments as of Effective Date Exhibit 1.1(a)(i) - Form of Notice of U.S. Revolving Credit Advance Exhibit 1.1(a)(ii) - Form of U.S. Revolving Note Exhibit 1.1(b) - Form of Term Note Exhibit 1.1(c)(ii) - Form of Swing Line Note Exhibit 1.1(d)(i) - Form of Notice of Schaublin Revolving Credit Advance Exhibit 1.1(d)(ii) - Form of Schaublin Revolving Note Exhibit 1.5(f) - Form of Notice of Conversion/Continuation Exhibit 4.1(b)(i) - Form of U.S. Borrowing Base Certificate Exhibit 4.1(b)(ii) - Form of Schaublin Borrowing Base Certificate Exhibit 6.1 - Form of Acquisition Compliance Certificate Exhibit 9.1(a) - Form of Assignment Agreement Exhibit B-1 - Application for Standby Letter of Credit Exhibit B-2 - Application for Documentary Letter of Credit Exhibit E-1 - Form of Compliance Certificate Exhibit E-2 - Form of Schaublin Intercompany Loan and French Intercompany Loan Certificate Schedule 1.1 - Agent’s Representatives Disclosure Schedule 2.1(d) - Capital Structure Disclosure Schedule 3.1 - Type of Entity; State of Organization Disclosure Schedule 3.2 - Executive Offices, Collateral Locations, FEIN Disclosure Schedule 3.4(A) - Financial Statements Disclosure Schedule 3.4(B) - Pro Forma Disclosure Schedule 3.4(C) - Projections Disclosure Schedule 3.6 - Real Estate and Leases Disclosure Schedule 3.7 - Labor Matters Disclosure Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Disclosure Schedule 3.11 - Tax Matters Disclosure Schedule 3.12 - ERISA Plans Disclosure Schedule 3.13 - Litigation Disclosure Schedule 3.15 - Intellectual Property Disclosure Schedule 3.18 - Insurance Disclosure Schedule 3.19 - Deposit and Disbursement Accounts Disclosure Schedule 3.20 - Government Contracts Disclosure Schedule 3.22 - Material Agreements Disclosure Schedule 3.28 Existing Intercompany Loans Disclosure Schedule 5.1 - Trade Names Disclosure Schedule 6.3 - Indebtedness Disclosure Schedule 6.4(a) - Transactions with Affiliates Disclosure Schedule 6.4(b) - Transactions with Employees Disclosure Schedule 6.7 - Existing Liens This AMENDED AND RESTATED CREDIT AGREEMENT, AGREEMENT (this “Agreement”) is dated as of June 1719, 2002 (this “Credit Agreement”), 2003 and is entered into by and among GREAT NORTHERN EQUIPMENTROLLER BEARING COMPANY OF AMERICA, INC., a Montana Delaware corporation (“Great NorthernBorrower”), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)) (“H&E” and together with Great Northern, each individually, a “Borrower”, and collectively and jointly and severally, the “Borrowers”), ; the other Credit Parties signatory hereto, ; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself itself, as Lender, and as Administrative Agent for the Lenders Lenders, and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
Appears in 1 contract
Samples: Credit Agreement (Roller Bearing Co of America Inc)
INDEX OF APPENDICES. Exhibit l.l(a)(i1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii1.1(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b4.1(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.1 - Name; Jurisdiction Schedule 3.2 - Executive Offices; FEIN Collateral Locations Schedule 3.4(A3.4(a) - Financial Statements Schedule 3.4(B3.4(b) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Labour Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 3.10 - Tax Matters Schedule 3.12 3.11 - ERISA Canadian Pension and Benefit Plans Schedule 3.13 3.12 - Litigation Schedule 3.15 3.14 - Intellectual Property Schedule 3.16 - Environmental Matters Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 3.18 - Deposit and Disbursement Accounts Schedule 3.20 3.19 - Government Contracts Schedule 3.21 - Agreements and Other Documents Schedule 3.22 - Material Agreements Bonding, Licences Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Maintenance of Existence and Conduct of Business Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems Annex D (Section 2.1 (a2.1(a)) - Schedule of Additional Closing Checklist Documents Annex E (Section 4.l(a4.1(a)) - Financial Statements and Projections — -- Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.106.9) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.1010.10) - Notice Addresses Annex I (from Annex A Commitments definition) - Commitments as of Closing Date CREDIT AGREEMENT, dated as of June 17May 14, 2002 2003, between BREAKER TECHNOLOGY LTD. (this “Credit Agreement”"Borrower"), among GREAT NORTHERN EQUIPMENT, INC., a Montana corporation (“Great Northern”), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)) (“H&E” and together with Great Northern, each individually, a “Borrower”, and collectively and jointly and severally, the “Borrowers”)an Ontario corporation, the other Credit Parties signatory hereto, hereto and GENERAL ELECTRIC CAPITAL CORPORATIONCANADA INC., a Delaware Canada corporation (in its individual capacity, “GE Capital”), for itself as "Lender, as Administrative Agent for the Lenders and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”").
Appears in 1 contract
INDEX OF APPENDICES. Annexes Annex A - Definitions Annex B - Pro Rata Shares and Commitment Amounts Annex C - Closing Checklist Annex D - Pro Forma Annex E - Principal Office Exhibits Exhibit l.l(a)(i1.1(a) - Form of Note Exhibit 1.1(b) - Notice of Revolving Credit Advance Borrowing Exhibit l.l(a)(ii1.3(b) - Form Notice of Revolving Continuation/Conversion Exhibit 1.16(d) - Non-Bank Certificate Exhibit 3.1(c) - Intercompany Note Exhibit l.l(b)(ii4.4(j) - Form of Swing Line Note Compliance Certificate Exhibit l.5(e9.4(c) - Form of Notice of Conversion/Continuation Assignment and Acceptance Exhibit l.6B(aA-1 - Guaranty Exhibit A-2 - Intercreditor Agreement Schedules Schedule 2.8(b) - Form of Lease Exhibit 4.l(b) Outstanding Lien Search Results Schedule 3.1 - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Existing Indebtedness Schedule 3.2 - Executive Offices; FEIN Liens Schedule 3.4(A3.3(e) - Financial Statements Investments Schedule 3.4(B) 3.4 - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Contingent Obligations Schedule 3.7 - Labor Matters Permitted Dispositions Schedule 3.8 - Ventures, Subsidiaries Affiliate Transactions Schedule 5.4(a) - Jurisdictions of Organization and Affiliates; Outstanding Stock Qualifications Schedule 3.11 5.4(b) - Tax Matters Capitalization Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 5.6 - Intellectual Property Schedule 3.17 5.7 - Hazardous Materials Investigations and Audits Schedule 3.18 5.8 - Insurance Employee Matters Schedule 3.19 5.10 - Litigation Schedule 5.11 - Use of Proceeds Schedule 5.12 - Real Estate Schedule 5.13 - Environmental Matters Schedule 5.14 - ERISA Schedule 5.16 - Deposit and Disbursement Accounts Schedule 3.20 5.17 - Government Contracts Agreements and Other Documents Schedule 3.22 5.18 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems Annex D (Section 2.1 (a)) - Closing Checklist Annex E (Section 4.l(a)) - Financial Statements and Projections — Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses CREDIT AGREEMENT, Insurance SECOND LIEN TERM LOAN AGREEMENT This SECOND LIEN TERM LOAN AGREEMENT is dated as of June 17November 1, 2002 (this “Credit Agreement”), 2005 and entered into by and among GREAT NORTHERN EQUIPMENT, INCPENHALL INTERNATIONAL CORP., a Montana an Arizona corporation (“Great Northern”), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)) (“H&E” and together with Great Northern, each individually, a “Borrower”, and collectively and jointly and severally, the “Borrowers”), the other Credit Parties signatory heretofinancial institutions who are or hereafter become parties to this Agreement as Lenders, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation and DEUTSCHE BANK TRUST COMPANY AMERICAS (in its individual capacity, capacity “GE CapitalDBTCA”), for itself as Lender, as Administrative Agent for the Lenders and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
Appears in 1 contract
Samples: Second Lien Term Loan Agreement (Penhall International Corp)
INDEX OF APPENDICES. Exhibit l.l(a)(i1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii1.1(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii1.1(b) - Form of Term Note Exhibit 1.1(c)(ii) - Form of Swing Line Note Exhibit l.5(e1.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b4.1(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Xxxxxx Xxxxxxxx Report re KAO Infosystems Company Schedule 3.4(C) - Pro Forma Schedule 3.4(D) - Projections Schedule 3.4(D3.4(E) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems Annex D (Section 2.1 (a)) - Closing Checklist Annex E (Section 4.l(a)) - Financial Statements and Projections — Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses CREDIT AGREEMENT, dated as of June 17, 2002 (this “Credit Agreement”), among GREAT NORTHERN EQUIPMENT, INC., a Montana corporation (“Great Northern”), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)) (“H&E” and together with Great Northern, each individually, a “Borrower”, and collectively and jointly and severally, the “Borrowers”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself as Lender, as Administrative Agent for the Lenders and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).Liens
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INDEX OF APPENDICES. Exhibit l.l(a)(i1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii1.1(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii1.1(b) - Form of Swing Line Term Note Exhibit l.5(e1.1(c)(i) - Form of Notice of Conversion/Continuation SCIL Loan Advance Exhibit l.6B(a1.1(c)(ii) - Form of Lease SCIL Note Exhibit 4.l(b1.4(e) - Form of Borrowing Base Certificate Notice of Conversion Exhibit 6.7(d)(iii)(A1.5(e) - Form of Notice of Revolving Credit Advance Conversion Exhibit A-1 - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a9.1(b) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 1.3 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A3.4(a) - Financial Statements Schedule 3.4(B3.4(b) - Pro Forma Schedule 3.4(C3.4(c) - Projections Schedule 3.4(D3.4(d) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock and Indebtedness Schedule A-1 - Existing Letters of Credit Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 6.4(c) - Guaranteed Indebtedness Compensation Levels Schedule 6.7 - Existing Liens Schedule 6.2 - Permitted Investments Schedule 6.18 - Existing Leases Schedule 6.20 - Credit Parties Other Than Borrower Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.81.5) - Cash Management Systems System Annex D (Section 2.1 (a2.1(a)) - Schedule of Additional Closing Checklist Documents Annex E (Section 4.l(a4.1(a)) - Financial Statements and Projections — Projections-Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses CREDIT AGREEMENT, dated as of June 1730, 2002 (this “Credit Agreement”), 2000 among GREAT NORTHERN EQUIPMENT, INC., a Montana corporation (“Great Northern”), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)) (“H&E” and together with Great Northern, each individually, a “Borrower”, and collectively and jointly and severally, the “Borrowers”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATIONVideo Services Corporation, a Delaware corporation ("VSC"), and each of its direct and indirect subsidiaries designated as "Borrowers" on the signature pages of this Agreement (each of VSC and such entities are collectively referred to herein as "Borrowers" and each individually as a "Borrower"), the other credit parties signatory hereto ("Credit Parties"), each of the lenders signatory hereto and those Persons who become lenders in accordance with the terms and conditions hereof (each, a "Lender" and collectively, "Lenders"), General Electric Capital Corporation, a New York corporation ("GE Capital" or, as administrative and term agent for the Lenders, as the context requires, together with its individual successors in each of such capacities, "Term Agent") and KeyBank National Association, as revolver agent for the applicable Lenders (together with its successors in such capacity, “GE Capital”)"Revolver Agent;" and each of Term Agent and Revolver Agent, for itself as Lender, as Administrative Agent for the Lenders an "Agent," and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”collectively "Agents").
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INDEX OF APPENDICES. Exhibit l.l(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems System Annex D (Section 2.1 (a2.1(a)) - Closing Checklist Annex E (Section 4.l(a4.1(a)) - Financial Statements and Projections — - Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses Annex J (from Annex A -Commitments definition) - Commitments as of Closing Date Exhibit 1.1(a)(i) - Form of Notice of Tranche A Revolving Credit Advance Exhibit 1.1(a)(ii) - Form of Tranche A Revolving Note Exhibit 1.1(a)(iii) - Form of Notice of Tranche B Revolving Credit Advance Exhibit 1.1(a)(iv) - Form of Tranche B Revolving Note Exhibit 1.1(b)(ii) - Form of Swing Line Note Exhibit 1.5(e) - Form of Notice of Conversion/Continuation Exhibit 4.1(b) - Form of Borrowing Base Certificate Exhibit 5.19 Form of Consignor Letter Exhibit 9.1(a) - Form of Assignment Agreement Exhibit A-1 - Form of Indemnification Agreement Exhibit B-1 - Application for Standby Letter of Credit Exhibit B-2 - Application for Documentary Letter of Credit Schedule 1.1 - Agent’s Representatives Disclosure Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Disclosure Schedule 3.1 - Type of Entity; State of Organization Disclosure Schedule 3.2 - Executive Offices, Collateral Locations, FEIN Disclosure Schedule 3.4(A) - Financial Statements Disclosure Schedule 3.4(B) - Projections Disclosure Schedule 3.6 - Real Estate and Leases Disclosure Schedule 3.7 - Labor Matters Disclosure Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Disclosure Schedule 3.11 - Tax Matters Disclosure Schedule 3.12 - ERISA Plans Disclosure Schedule 3.13 - Litigation Disclosure Schedule 3.14 - Brokers Disclosure Schedule 3.15 - Intellectual Property Disclosure Schedule 3.17 - Hazardous Materials Disclosure Schedule 3.18 - Insurance Disclosure Schedule 3.19 - Deposit and Disbursement Accounts Disclosure Schedule 3.20 - Government Contracts Disclosure Schedule 3.22 - Consignor Letters Disclosure Schedule 3.25 - License Agreements Disclosure Schedule 3.26 - Material Contracts Disclosure Schedule 5.1 - Trade Names Disclosure Schedule 6.2 - Existing Investments Disclosure Schedule 6.3 - Indebtedness Disclosure Schedule 6.4(a) - Transactions with Affiliates Disclosure Schedule 6.7 - Existing Liens This FOURTH AMENDED AND RESTATED CREDIT AGREEMENTAGREEMENT (this “Agreement”), dated as of June 17November 9, 2002 2007 among FINLAY FINE JEWELRY CORPORATION, a Delaware corporation (this “Credit AgreementFinlay”), among GREAT NORTHERN EQUIPMENTCARLYLE & CO. JEWELERS LLC, a Delaware limited liability company (“Carlyle”), L. CONGRESS, INC., a Montana Florida corporation (“Great NorthernCongress”), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)) (Xxxxxx, Xxxxxxx and Congress are sometimes collectively referred to herein as the “H&EBorrowers” and together with Great Northern, each individually, individually as a “Borrower”, and collectively and jointly and severally, the “Borrowers”), ; the other Credit Parties signatory hereto, ; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself itself, as Lender, and as Administrative Agent for the Lenders Lenders, and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
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INDEX OF APPENDICES. Exhibit l.l(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems System Annex D (Section 2.1 (a2.1(a)) - Closing Checklist Annex E (Section 4.l(a4.1(a)) - Financial Statements and Projections — -- Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses Annex J (from Annex A - Commitments definition) - Commitments as of Closing Date Exhibit 1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit 1.1(a)(ii) - Form of Revolving Note Exhibit 1.1(a)(iii) - Form of Notice of Permitted Overadvance Exhibit 1.1(c)(ii) - Form of Swing Line Note Exhibit 1.1(d)(i) - Form of Notice of Export-Related Advance Exhibit 1.1(d)(ii) - Form of Export-Related Loan Note Exhibit 1.5(e) - Form of Notice of Conversion/Continuation Exhibit 1.6 - Xxxx and Hold Policy Exhibit 4.1(b) - Form of Borrowing Base Certificate Exhibit 9.1(a) - Form of Assignment Agreement Exhibit A-1 - Form of Ex-Im Bank Borrower Agreement Exhibit A-2 - Form of Intercompany Subordination Agreement Exhibit B-1 - Application for Standby Letter of Credit Schedule A-1 - Designated Real Property and Assets Schedule 1.1 - Agent’s Representatives Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 2.1 - Required Consents and Approvals Schedule 3.5 - Subsidiaries Schedule 3.6 - Litigation; Commercial Tort Claims Schedule 3.9 - ERISA Schedule 3.15 - Real Property Schedule 3.17 - Operating Lease Obligations Schedule 3.18 - Environmental Matters Schedule 3.19 - Insurance Schedule 3.21 - Bank Accounts Schedule 3.22 - Intellectual Property Schedule 3.23 - Material Contracts Schedule 3.27 - Name; Jurisdiction of Organization; Organizational ID Number; Chief Place of Business; Chief Executive Office; FEIN Schedule 3.28 - Tradenames Schedule 3.29 - Collateral Locations Schedule 6.1 - Existing Liens Schedule 6.2 - Existing Indebtedness Schedule 6.5 - Existing Investments Schedule 6.10 - Limitations on Dividends and Other Payment Restrictions This CREDIT AGREEMENTAGREEMENT (this “Agreement”), dated as of June 17December 19, 2002 2006, by and among MILACRON INC., a Delaware corporation (this “Credit AgreementParent”), among GREAT NORTHERN EQUIPMENTCIMCOOL INDUSTRIAL PRODUCTS INC., a Delaware corporation (“Cimcool”), D-M-E MANUFACTURING INC., a Delaware corporation (“D-M-E Manufacturing”), D-M-E U.S.A. Inc., a Michigan corporation (“D-M-E USA”), MILACRON INDUSTRIAL PRODUCTS, INC., a Montana Michigan corporation (“Great Industrial Products”), MILACRON MARKETING COMPANY, an Ohio corporation (“Marketing”), MILACRON PLASTICS TECHNOLOGIES GROUP INC., a Delaware corporation (“Plastics”), XXXXXXXXX MACHINERY CHICAGO INC., an Illinois corporation (“Xxxxxxxxx”), NORTHERN SUPPLY COMPANY, INC., a Minnesota corporation (“Northern”), H&E EQUIPMENT SERVICES L.L.C.OAK INTERNATIONAL, INC., a Louisiana limited liability company Michigan corporation (f/k/a/ Gulf Wide Industries“Oak International”), L.L.C.PLIERS INTERNATIONAL INC., a Louisiana limited liability company Delaware corporation (“Gulf WidePliers”), UNILOY MILACRON INC., a Delaware corporation (“Uniloy”), UNILOY MILACRON U.S.A. INC., a Michigan corporation (“Uniloy USA”), and D-M-E COMPANY, a Delaware corporation (“D-M-E Company”) (Parent, Cimcool, D-M-E Manufacturing, D-M-E USA, Industrial Products, Marketing, Plastics, Xxxxxxxxx, Northern, Oak International, Pliers, Uniloy, Uniloy USA and D-M-E Company are collectively referred to herein as the “H&EBorrowers” and together with Great Northern, each individually, individually as a “Borrower”, and collectively and jointly and severally, the “Borrowers”), ; the other Credit Parties signatory hereto, hereto as Guarantors; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself itself, as Lender, and as Administrative Agent administrative agent for the Lenders (“Agent”), and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
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Samples: Credit Agreement (Milacron Inc)
INDEX OF APPENDICES. Exhibit l.l(a)(i1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii1.1(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii1.1(b) - Form of Term Note Exhibit 1.1(c)(ii) - Form of Swing Line Note Exhibit l.5(e1.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b4.1(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 3.24 - Year 2000 Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems Annex D (Section 2.1 (a)) - Closing Checklist Annex E (Section 4.l(a)) - Financial Statements and Projections — Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses CREDIT AGREEMENT, dated as of June 17, 2002 (this “Credit Agreement”), among GREAT NORTHERN EQUIPMENT, INC., a Montana corporation (“Great Northern”), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)) (“H&E” and together with Great Northern, each individually, a “Borrower”, and collectively and jointly and severally, the “Borrowers”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself as Lender, as Administrative Agent for the Lenders and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).Liens
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INDEX OF APPENDICES. Exhibit l.l(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems System Annex D (Section 2.1 (a2.1(a)) - Closing Checklist Schedule of Documents Annex E (Section 4.l(a4.1(a)) - Financial Statements and Projections — - Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses Annex J (from Annex A-Commitments definition) - Commitments as of Closing Date Exhibit 1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit 1.1(a)(ii) - Form of Revolving Note Exhibit 1.1(b)(ii) - Form of Swing Line Note Exhibit 1.5(e) - Form of Notice of Conversion/Continuation Exhibit 4.1(b) - Form of Borrowing Base Certificate Exhibit 9.1(a) - Form of Assignment Agreement Exhibit B-1 - Master Agreement for Standby Letters of Credit Exhibit B-2 - Master Agreement for Documentary Letters of Credit Schedule 1.1 - Agent’s Representatives Disclosure Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Disclosure Schedule 3.1 - Type of Entity; State of Organization Disclosure Schedule 3.2 - Executive Offices, Collateral Locations, FEIN Disclosure Schedule 3.4(a) - Financial Statements Disclosure Schedule 3.4(b) - Projections Disclosure Schedule 3.6 - Real Estate and Leases Disclosure Schedule 3.7 - Labor Matters Disclosure Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Stock Disclosure Schedule 3.11 - Tax Matters Disclosure Schedule 3.12 - ERISA Plans Disclosure Schedule 3.13 - Litigation Disclosure Schedule 3.14 - Brokers Disclosure Schedule 3.15 - Intellectual Property Disclosure Schedule 3.17 - Hazardous Materials Disclosure Schedule 3.18 - Insurance Disclosure Schedule 3.19 - Deposit and Disbursement Accounts Disclosure Schedule 3.20 - Government Contracts Disclosure Schedule 3.22 - Bonds; Patent, Trademark Licenses Disclosure Schedule 5.1 - Trade Names Disclosure Schedule 6.3 - Indebtedness Disclosure Schedule 6.4(a) - Transactions with Affiliates Disclosure Schedule 6.7 - Existing Liens CREDIT AGREEMENT, AGREEMENT (“Agreement”) dated as of June 17March 30, 2002 2004, among DYNAMIC DETAILS, INCORPORATED, a California corporation (this “Credit AgreementDetails”), among GREAT NORTHERN EQUIPMENTDYNAMIC DETAILS, INCINCORPORATED, VIRGINIA, a Delaware corporation (“Virginia”), DYNAMIC DETAILS INCORPORATED, SILICON VALLEY, a Delaware corporation “Valley”), and LAMINATE TECHNOLOGY CORP., a Montana Delaware corporation (“Great NorthernLaminate”), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)) (Details, Virginia, Valley and Laminate are collectively referred to as “H&EBorrowers” and together with Great Northern, each individually, individually as a “Borrower”, and collectively and jointly and severally, the “Borrowers”), ; the other Credit Parties signatory hereto, ; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself itself, as Lender, and as Administrative Agent for the Lenders Lenders, and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
Appears in 1 contract
Samples: Credit Agreement (Ddi Corp)
INDEX OF APPENDICES. Annexes Annex A - Definitions Annex B - Pro Rata Shares and Commitment Amounts Annex C - Closing Checklist Annex D - Pro Forma Annex E - Lenders’ Bank Accounts Exhibits Exhibit l.l(a)(i1.1(a)(i) - Form of Revolving Note Exhibit 1.1(a)(ii) - Notice of Revolving Credit Advance Exhibit l.l(a)(ii1.1(c) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e1.2(e) - Form of Notice of ConversionContinuation/Continuation Conversion Exhibit l.6B(a3.1(c) - Form of Lease Intercompany Note Exhibit 4.l(b4.9(e)(i) - Form of Penhall Borrowing Base Certificate Exhibit 6.7(d)(iii)(A4.9(e)(ii) - Form of Intercreditor Agreement (Floor Plan Inventory) Penhall Leasing Borrowing Base Certificate Exhibit 6.7(d)(iii)(B4.9(e)(iii) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Xxx Xxxx Borrowing Base Certificate Exhibit 9.1(a4.9(e)(iv) - Form of Holdings Borrowing Base Certificate Exhibit 4.9(e)(v) - Capitol Borrowing Base Certificate Exhibit 4.9(l) - Compliance and Pricing Certificate Exhibit 8.1 - Assignment Agreement Exhibit X-x(aSchedules Schedule 1.1(d)(vii) - Form of Notice of Issuance of Letter Letters of Credit Schedule 1.1 2.7 - Responsible Individual Corporate and Trade Names Schedule 1.4 3.1 - Sources and Uses; Funds Flow Memorandum Existing Indebtedness Schedule 3.2 - Executive Offices; FEIN Liens Schedule 3.4(A3.3(e) - Financial Statements Investments Schedule 3.4(B) 3.4 - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Contingent Obligations Schedule 3.7 - Labor Matters Permitted Dispositions Schedule 3.8 - Ventures, Subsidiaries Affiliate Transactions Schedule 3.9 - Business Description Schedule 5.4(a) - Jurisdictions of Organization and Affiliates; Outstanding Stock Qualifications Schedule 3.11 5.4(b) - Tax Matters Capitalization Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 5.6 - Intellectual Property Schedule 3.17 5.7 - Hazardous Materials Investigations and Audits Schedule 3.18 5.8 - Insurance Employee Matters Schedule 3.19 5.10 - Litigation Schedule 5.11 - Use of Proceeds Schedule 5.12 - Real Estate Schedule 5.13 - Environmental Matters Schedule 5.14 - ERISA Schedule 5.16 - Deposit and Disbursement Accounts Schedule 3.20 5.17 - Government Contracts Agreements and Other Documents Schedule 3.22 5.18 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems Annex D (Section 2.1 (a)) - Closing Checklist Annex E (Section 4.l(a)) - Financial Statements and Projections — Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses Insurance AMENDED AND RESTATED CREDIT AGREEMENT, AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT is dated as of June 17November 1, 2002 2005 and entered into by and among PENHALL INTERNATIONAL CORP., an Arizona corporation (this “Credit AgreementHoldings”), among GREAT NORTHERN EQUIPMENTPENHALL COMPANY, a California corporation (“Penhall”), PENHALL LEASING, L.L.C., a California limited liability company (“Penhall Leasing”), CAPITOL DRILLING SUPPLIES, INC., an Indiana corporation (“Capitol”) and XXX XXXX CO., INC., a Montana California corporation (“Great NorthernXxx Xxxx”), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)) (Holdings, Penhall, Penhall Leasing, Capitol and Xxx Xxxx are sometimes referred to herein as the “H&EBorrowers” and together with Great Northern, each individually, individually as a “Borrower”, and collectively and jointly and severally, the “Borrowers”), the other persons designated as “Credit Parties signatory heretoParties” on the signature pages hereof, the financial institutions who are or hereafter become parties to this Agreement as Lenders, and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, capacity “GE Capital”), for itself as Lender, the initial L/C Issuer and as Administrative Agent for the Lenders and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).. R E C I T A L S:
Appears in 1 contract
INDEX OF APPENDICES. Exhibit l.l(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems System Annex D (Section 2.1 (a2.1(a)) - Closing Checklist Annex E (Section 4.l(a4.1(a)) - Financial Statements and Projections — -- Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses Annex J (from Annex A - - Commitments definition) Commitments as of Restatement Effective Date Exhibit 1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit 1.1(a)(ii)-A - Form of Revolving Note (Domestic Borrowers) Exhibit 1.1(a)(ii)-B - Form of Revolving Note (Foreign Borrowers) Exhibit 1.1(a)(ii)-C - Form of Fronting Lender Note Exhibit 1.1(b)(ii)-A - Form of Swing Line Note (Domestic Borrowers) Exhibit 1.1(b)(ii)-B - Form of Swing Line Note (Foreign Borrowers) Exhibit 1.5(e) - Form of Notice of Conversion/Continuation Exhibit 4.1(A) - Form of Borrowing Base Certificate Exhibit 4.1(B) - Form of Art Loan Receivables Report Exhibit 4.1(C) - Form of Art Inventory Report Exhibit 9.1(a) - Form of Assignment Agreement Exhibit B - Application for Standby Letter of Credit Exhibit C - Form of Compliance Certificate Schedule 1.1 - Agent’s Representatives Schedule 1.5 - Mandatory Cost Schedule 5.14 - Subsidiary Loan Documents Disclosure Schedule 3.1 - Type of Entity; State of Organization Disclosure Schedule 3.2 - Executive Offices, Collateral Locations, FEIN Disclosure Schedule 3.6 - Real Estate and Leases Disclosure Schedule 3.7 - Labor Matters Disclosure Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Disclosure Schedule 3.11 - Tax Matters Disclosure Schedule 3.12(a) - ERISA Plans Disclosure Schedule 3.12(c) - U.K. Pension Plans Disclosure Schedule 3.13(a) - Litigation Disclosure Schedule 3.14 - Brokers Disclosure Schedule 3.15 - Intellectual Property Disclosure Schedule 3.17 - Hazardous Materials Disclosure Schedule 3.18 - Insurance Disclosure Schedule 3.19 - Deposit and Disbursement Accounts Disclosure Schedule 3.21 - Bonds; Patent, Trademark Licenses Disclosure Schedule 5.15 - Immaterial Subsidiaries Disclosure Schedule 5.16 - York Avenue Lender Recourse Disclosure Schedule 6.3 - Indebtedness Disclosure Schedule 6.4(a) - Transactions with Affiliates Disclosure Schedule 6.7 - Existing Liens This AMENDED AND RESTATED CREDIT AGREEMENTAGREEMENT (this “Agreement”), dated as of June 17December 19, 2002 2012, among Sotheby’s, a Delaware corporation (this “Credit AgreementParent”), among GREAT NORTHERN EQUIPMENTSotheby’s, INC.Inc., a Montana New York corporation (“Great NorthernSotheby’s, Inc.”), H&E EQUIPMENT SERVICES L.L.C.Sotheby’s Financial Services, Inc., a Louisiana limited liability company Nevada corporation (f/k/a/ Gulf Wide Industries“SFS Inc.”), L.L.C.Sotheby’s Financial Services California, Inc., a Louisiana Nevada corporation (“SFS California”), Oberon, Inc., a Delaware corporation (“Oberon”), Sotheby’s Ventures, LLC, a New York limited liability company (“Gulf WideVentures LLC” and, collectively with Parent, Sotheby’s, Inc., SFS Inc., SFS California and Oberon, the “Domestic Borrowers”)) , Oatshare Limited, a company registered in England (“H&E” and together with Great NorthernOatshare”), each individuallySotheby’s, a company registered in England (“BorrowerSotheby’s U.K.”), Sotheby’s Financial Services Limited, a company registered in England (“SFS Ltd.” and, collectively, with Oatshare and Sotheby’s U.K., the “U.K. Borrowers”), and Sotheby’s Hong Kong Limited, a company incorporated in Hong Kong (“Sotheby’s H.K.” and, collectively with the U.K. Borrowers, the “Foreign Borrowers”; the Domestic Borrowers and jointly and severally, the Foreign Borrowers collectively being referred to herein as the “Borrowers”), ; the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION; General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), for itself itself, as a Lender and as Fronting Lender, and as Administrative Agent for the Lenders and the Fronting Lender (in such capacity, “Agent”), and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
Appears in 1 contract
Samples: Credit Agreement (Sothebys)
INDEX OF APPENDICES. Exhibit l.l(a)(i1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii1.1(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b4.1(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 1.3 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Offices Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 5.4 - Real Estate Liens Insurance Schedule 6.2 - Certain Permitted Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.81.7) - Cash Management Systems Annex C (Section 2.1(a)) - Schedule of Additional Closing Documents Annex D (Section 2.1 (a)) - Closing Checklist Annex E (Section 4.l(a4.1(a)) - Financial Statements and Projections — -- Reporting Annex F E (Section 4.1(b)) - Collateral Reports Annex G F (Section 6.10) - Financial Covenants Annex H G (Section 9.9(a)) - Lenders’ ' Wire Transfer Information Annex I H (Section 11.10) - Notice Addresses CREDIT AGREEMENT, dated as of June 17December 31, 2002 (this “Credit Agreement”), 1996 among GREAT NORTHERN EQUIPMENTTHE LIPOSOME COMPANY, INC., a Montana Delaware corporation (“Great Northern”"Liposome"), H&E EQUIPMENT SERVICES L.L.C.and THE LIPOSOME MANUFACTURING COMPANY, INC., a Louisiana limited liability company Delaware corporation (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)"Liposome Manufacturing") (“H&E” Liposome and together with Great Northern, each individually, Liposome Manufacturing are sometimes collectively referred to herein as the "Borrowers" and individually as a “"Borrower”, and collectively and jointly and severally, the “Borrowers”"), ; the other Credit Parties signatory hereto, ; the Lenders signatory hereto from time to time; and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware New York corporation (in its individual capacity, “"GE Capital”"), for itself as Lender, as Administrative Agent and Collateral Agent for the Lenders and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”)such Lenders.
Appears in 1 contract
Samples: Credit Agreement (Liposome Co Inc)
INDEX OF APPENDICES. Exhibit l.l(a)(i1.1(a) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii1.1(b) - Form of Revolving Note Exhibit l.l(b)(ii1.1(c)(ii) - Form of Swing Line Note Exhibit l.5(e1.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 5.4 - Real Estate Liens Insurance Schedule 6.2 6.1(b) - Investments Existing Permitted Joint Ventures Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Schedule A-1 - List of Founding Radiology Practices and Acquisition Agreements Schedule A-19 - Prior Lender Obligations Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.82.1(a)) - Cash Management Systems Schedule of Additional Closing Documents Annex D (Section 2.1 (a)) - Closing Checklist Annex E (Section 4.l(a4.1(a)) - Financial Statements and Projections — -- Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G E (Section 6.10) - Financial Covenants Annex H F (Section 9.9(a)) - Lenders’ ' Wire Transfer Information Annex I G (Section 11.10) - Notice Addresses CREDIT AGREEMENT, dated as of June 17________ __, 2002 (this “Credit Agreement”), 1997 among GREAT NORTHERN EQUIPMENTAMERICAN PHYSICIAN PARTNERS, INC., a Montana Delaware corporation (“Great Northern”"Borrower"), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)) (“H&E” and together with Great Northern, each individually, a “Borrower”, and collectively and jointly and severally, the “Borrowers”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware New York corporation (in its individual capacity, “"GE Capital”"), for itself itself, as Lender, and as Administrative Agent for the Lenders Lenders, and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
Appears in 1 contract
INDEX OF APPENDICES. Exhibit l.l(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems System Annex D (Section 2.1 (a2.1(a)) - Closing Checklist Annex E (Section 4.l(a4.1(a)) - Financial Statements and Projections — Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses Annex J (from Annex A- Commitments definition) - Commitments as of Closing Date Exhibit 1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit 1.1(a)(ii) - Form of Revolving Note Exhibit 1.1(b)(ii) - Form of Notice of Acquisition Loan Advance Exhibit 1.1(b)(iv) - Form of Acquisition Loan Note Exhibit 1.5(e) - Form of Notice of Conversion/Continuation Exhibit 2.2(d) - Form of Post-Closing Solvency Certificate Exhibit 4.1(b) - Form of Borrowing Base Certificate Exhibit 5.9 - Form of Landlord Agreement Exhibit 6.1 - Form of Subordination Agreement Exhibit 9.1(a) - Form of Assignment Agreement Schedule 1.1 - Agent’s Representatives Disclosure Schedule 3.1 - Type of Entity; State of Organization Disclosure Schedule 3.2 - Executive Offices, Collateral Locations, FEIN Disclosure Schedule 3.4(A) - Financial Statements Disclosure Schedule 3.4(C) - Projections Disclosure Schedule 3.4(D) - Fair Salable Balance Sheet Disclosure Schedule 3.6 - Real Estate and Leases Disclosure Schedule 3.7 - Labor Matters Disclosure Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Disclosure Schedule 3.11 - Tax Matters Disclosure Schedule 3.12 - ERISA Plans Disclosure Schedule 3.13 - Litigation Disclosure Schedule 3.15 - Intellectual Property Disclosure Schedule 3.17 - Hazardous Materials Disclosure Schedule 3.18 - Insurance Disclosure Schedule 3.19 - Deposit and Disbursement Accounts Disclosure Schedule 3.22 - Material Agreements Disclosure Schedule 3.24 - Tax and Insurance Related Restructuring Disclosure Schedule 3.27 - Third Party Reimbursement Disclosure Schedule 3.28 - Participation Agreements Disclosure Schedule 5.1 - Trade Names Disclosure Schedule 6.3 - Indebtedness Disclosure Schedule 6.4(a) - Transactions with Affiliates Disclosure Schedule 6.7 - Existing Liens Disclosure Schedule 6.21 - Business Activities of Holdings and PSA Capital This CREDIT AGREEMENTAGREEMENT (this “Agreement”), dated as of June 17January 27, 2002 (this “Credit Agreement”), 2004 among GREAT NORTHERN EQUIPMENTPEDIATRIC SERVICES OF AMERICA, INC., a Montana Delaware corporation (“Great NorthernHoldings”), H&E EQUIPMENT PEDIATRIC SERVICES L.L.C.OF AMERICA, INC., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company Georgia corporation (“Gulf WidePSA Georgia”)) (; Holdings and PSA Georgia are sometimes collectively referred to herein as the “H&EBorrowers” and together with Great Northern, each individually, individually as a “Borrower”, and collectively and jointly and severally, the “Borrowers”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself itself, as Lender, and as Administrative Agent for the Lenders Lenders, and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
Appears in 1 contract
Samples: Credit Agreement (Pediatric Services of America Inc)
INDEX OF APPENDICES. Exhibit l.l(a)(i1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii1.1(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e1.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b4.1(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 1.3(b) - Sources and Uses; Funds Flow Memorandum Asset Dispositions Prior to Closing Date Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions with Affiliates Schedule 6.4(b) - Existing Lending Transactions with Affiliates Employees Schedule 6.6 - Guaranteed Indebtedness Existing Guarantees of Real Property Leases Schedule 6.7 - Existing Liens Schedule 6.8 Certain Permitted Sales of Assets Schedule 6.12 - Sale-Leasebacks Schedule 6.15 - Impairment of Intercompany Transfers Schedule (Annex A) Definition of Application Software Business Division Schedule (Annex A) Definition of Emergency Physician Services Business Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems System Annex D (Section 2.1 (a2.1(a)) - Schedule of Additional Closing Checklist Documents Annex E (Section 4.l(a4.1(a)) - Financial Statements and Projections — Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses CREDIT AGREEMENT, dated as of June 17, 2002 (this “Credit Agreement”), among GREAT NORTHERN EQUIPMENT, INC., a Montana corporation (“Great Northern”), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)) (“H&E” and together with Great Northern, each individually, a “Borrower”, and collectively and jointly and severally, the “Borrowers”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself as Lender, as Administrative Agent for the Lenders and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).Reports
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INDEX OF APPENDICES. Exhibit l.l(a)(i1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii1.1(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii1.1(b)(i) - Form of Term A Note Exhibit 1.1(b)(iv) - Form of Term B Note Exhibit 1.1(b)(vii) - Form of Contingent Payment Note Exhibit 1.1(b)(vii)(x) - Form of Notice of Contingent Payment Loan Drawdown Request Exhibit 1.1(c)(ii) - Form of Swing Line Note Exhibit l.5(e1.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b4.1(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D3.6(a) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.6(b) - Vessels Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 5.4 - Real Estate Liens Insurance Schedule 6.2 - Investments Investments, Loans, Advances Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Schedule A-1 - Additional Phase I Environmental Site Assessments Schedule D-1 - Mortgaged Properties Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems Annex D (Section 2.1 (a)) - 2.1(a))- Schedule of Additional Closing Checklist Documents Annex E (Section 4.l(a)) - 4.1(a))- Financial Statements and Projections — -- Reporting Annex F (Section 4.1(b)) - 4.1(b))- Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ 9.9(a))- Wire Transfer Information Annex I (Section 11.10) - Notice Addresses CREDIT AGREEMENT, dated as of June 17July 15, 2002 (this “Credit Agreement”)1999, among GREAT NORTHERN EQUIPMENTthe borrowers signatory hereto from time to time ("BORROWERS"); SUPERIOR ENERGY SERVICES, INC., a Montana Delaware corporation (“Great Northern”"HOLDINGS"), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)) (“H&E” and together with Great Northern, each individually, a “Borrower”, and collectively and jointly and severally, the “Borrowers”), the other Credit Parties signatory hereto, ; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware New York corporation (in its individual capacity, “"GE Capital”CAPITAL"), for itself itself, as Lender, and as Administrative Agent for the Lenders Lenders; and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
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INDEX OF APPENDICES. Annex A — Cash Management System Annex B — Agent’s Wire Transfer Information Annex C — Commitments as of Closing Date Exhibit l.l(a)(i2.1(a)(i) - — Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii2.1(a)(ii) - — Form of Revolving Note Exhibit l.l(b)(ii2.1(b)(ii) - — Form of Swing Line Note Exhibit l.5(e2.5(e) - — Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b) - 5.2 — Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A11.1(a) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Schedule A-1 — — Form of Assignment Agreement Exhibit X-x(aSubsidiary Guarantors Schedule (2.1) - Form — Agent’s Representatives Schedule (4.1) — Type of Notice Entity; Jurisdiction of Issuance Organization Schedule (4.2) — Chief Executive Office, Jurisdiction of Letter Organization; Principal Place of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and UsesBusiness; Funds Flow Memorandum Schedule 3.2 - Executive OfficesCollateral Locations; FEIN Schedule 3.4(A(4.6) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - — Real Estate and Leases Schedule 3.7 - (4.7) — Labor Matters Schedule 3.8 - Ventures, (4.8) — Subsidiaries and Affiliates; Outstanding Stock Joint Ventures Schedule 3.11 - (4.11) — Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - (4.13) — Litigation Schedule 3.15 - (4.14) — Brokers Schedule (4.15) — Intellectual Property Schedule 3.17 - (4.17) — Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - (4.19) — Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts (4.21(a)) — Pledged Collateral Filing Offices Schedule 3.22 - Material Agreements (6.13) — Unrestricted Subsidiaries Schedule 5.1 - Trade Names (6.14) — Post-Closing Matters Schedule 5.9 - Real Estate Liens Schedule 6.2 - (7.2) — Existing Investments Schedule 6.3 - (7.3(d)) — Existing Indebtedness Schedule 6.4(a(7.4) - Extraordinary — Affiliate Transactions Schedule 6.4(b(7.7) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing — Liens Annex A in Existence on Closing Date REVOLVING LOAN CREDIT AGREEMENT This AMENDED AND RESTATED REVOLVING LOAN CREDIT AGREEMENT (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems Annex D (Section 2.1 (aas the same may be amended, supplemented, restated or otherwise modified from time to time, this “Agreement”)) - Closing Checklist Annex E (Section 4.l(a)) - Financial Statements and Projections — Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses CREDIT AGREEMENT, dated as of June 17April 1, 2002 (this “Credit Agreement”)2014 and, amended as of August 8, 2014 and as further amended as of May 29, 2015, by and among GREAT NORTHERN EQUIPMENTXPO LOGISTICS, INC., a Montana Delaware corporation (“Great NorthernParent Borrower”), H&E EQUIPMENT SERVICES L.L.C.and certain of Parent Borrower’s wholly-owned domestic subsidiaries signatory hereto, as borrowers (collectively, referred to herein as the “U.S. Borrowers” and each, individually, as a Louisiana limited liability company (f/k/a/ Gulf Wide Industries“U.S. Borrower”), L.L.C.XPO Logistics Canada Inc., a Louisiana limited liability company an Ontario corporation (“Gulf WideXPO Canada”)) , and certain of Parent Borrower’s wholly-owned other Canadian subsidiaries signatory hereto, as borrowers (collectively, referred to herein as the “H&ECanadian Borrowers” and each, individually, as a “Canadian Borrower” and together with Great Northernthe U.S. Borrowers, each collectively, referred to herein as the “Borrowers” and each, individually, as a “Borrower”, and collectively and jointly and severally, the “Borrowers”), ; the other Credit Parties (with such term and each other capitalized term used but not defined in this preamble having the meaning assigned thereto in Article 1), from time to time, signatory hereto; XXXXXX XXXXXXX SENIOR FUNDING, GENERAL ELECTRIC CAPITAL CORPORATIONINC. (“MSSF”), a Delaware corporation as administrative agent for the Lenders (together, with any permitted successors in its individual such capacity, “GE CapitalAgent”); MSSF and JPMORGAN CHASE BANK, N.A. (“JPMorgan Chase”), for itself as Lender, as Administrative Agent co-collateral agents for the Lenders (together, with any permitted successors in such capacity, “Co-Collateral Agents”); the Lenders and the other Lenders L/C Issuers signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
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INDEX OF APPENDICES. Exhibit l.l(a)(i1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii1.1(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b4.1(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Environmental Matters Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) 6.4 - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems System Annex D (Section 2.1 (a2.1(a)) - Schedule of Additional Closing Checklist Documents Annex E (Section 4.l(a4.1(a)) - Financial Statements and Projections — -- Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses CREDIT AGREEMENT, dated as of June 17May 2, 2002 1997 among RINGER CORPORATION, a Minnesota corporation (this “Credit Agreement”), among GREAT NORTHERN EQUIPMENT"Ringer") and SAFER, INC., a Montana Delaware corporation (“Great Northern”), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)"Safer") (“H&E” Ringer and together with Great Northern, each individually, Safer are sometimes referred to herein individually as a “"Borrower”, " and collectively and jointly and severally, the “Borrowers”), the with any other Credit Parties signatory heretowhich hereafter become Borrowers hereunder in accordance with the terms hereof, the "Borrowers"); and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware New York corporation (in its individual capacity, “"GE Capital”"), for itself as Lender, as Administrative Agent for the Lenders and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
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Samples: Credit Agreement (Ringer Corp /Mn/)
INDEX OF APPENDICES. Exhibit l.l(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.81.9) - Cash Management Systems System Annex D (Section 2.1 (a2.1(a)) - Closing Checklist Annex E (Section 4.l(a4.1(a)) - Financial Statements and Projections — -- Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses Annex J (from Annex A - - Commitments definition) Commitments as of Closing Date Exhibit 1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit 1.1(a)(ii)-A - Form of Revolving Note (Domestic Borrowers) Exhibit 1.1(a)(ii)-B - Form of Revolving Note (Foreign Borrowers) Exhibit 1.1(a)(ii)-C - Form of Fronting Lender Note Exhibit 1.1(b)(ii)-A - Form of Swing Line Note (Domestic Borrowers) Exhibit 1.1(b)(ii)-B - Form of Swing Line Note (Foreign Borrowers) Exhibit 1.5(e) - Form of Notice of Conversion/Continuation Exhibit 4.1(A) - Form of Borrowing Base Certificate Exhibit 4.1(B) - Form of Art Loan Receivables Report Exhibit 9.1(a) - Form of Assignment Agreement Exhibit B - Application for Letter of Credit Exhibit C - Form of Compliance Certificate Schedule 1.1 - Agents’ Representatives Schedule 5.14 - Subsidiary Loan Documents Disclosure Schedule 3.1 - Type of Entity; State of Organization Disclosure Schedule 3.2 - Executive Offices, Collateral Locations, FEIN Disclosure Schedule 3.4(a) - Financial Statements Disclosure Schedule 3.6 - Real Estate and Leases Disclosure Schedule 3.7 - Labor Matters Disclosure Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Disclosure Schedule 3.11 - Tax Matters Disclosure Schedule 3.12(a) - ERISA Plans Disclosure Schedule 3.12(c) - U.K. Pension Plans Disclosure Schedule 3.13(a) - Litigation Disclosure Schedule 3.14 - Brokers Disclosure Schedule 3.15 - Intellectual Property Disclosure Schedule 3.17 - Hazardous Materials Disclosure Schedule 3.18 - Insurance Disclosure Schedule 3.19 - Deposit and Disbursement Accounts Disclosure Schedule 3.21 - Bonds; Patent, Trademark Licenses Disclosure Schedule 5.15 - Immaterial Subsidiaries Disclosure Schedule 5.16 - York Avenue Lender Recourse Disclosure Schedule 6.3 - Indebtedness Disclosure Schedule 6.4(a) - Transactions with Affiliates Disclosure Schedule 6.7 - Existing Liens This CREDIT AGREEMENTAGREEMENT (this “Agreement”), dated as of June 17February 13, 2002 2014, among Sotheby’s, Inc., a New York corporation (this “Credit AgreementSotheby’s, Inc.”), among GREAT NORTHERN EQUIPMENTSotheby’s Financial Services, INC.Inc., a Montana Nevada corporation (“Great NorthernSFS Inc.”), H&E EQUIPMENT SERVICES L.L.C.Sotheby’s Financial Services California, Inc., a Louisiana limited liability company Nevada corporation (f/k/a/ Gulf Wide Industries“SFS California”), L.L.C.Oberon, Inc., a Louisiana Delaware corporation (“Oberon”). Sotheby’s Ventures, LLC, a New York limited liability company (“Gulf WideVentures LLC” and, collectively with Sotheby’s, Inc., SFS Inc., SFS California and Oberon, the “Domestic Borrowers”)) , Sotheby’s, a company registered in England (“H&E” and together with Great NorthernSotheby’s U.K.”), each individuallySotheby’s Financial Services Limited, a company registered in England (“BorrowerSFS Ltd.” and, collectively with Sotheby’s U.K., the “U.K. Borrowers”), and Sotheby’s Hong Kong Limited, a company incorporated in Hong Kong (“Sotheby’s H.K.” and, collectively with the U.K. Borrowers, the “Foreign Borrowers”; the Domestic Borrowers and jointly and severally, the Foreign Borrowers collectively being referred to herein as the “Borrowers”), ; the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION; General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), for itself itself, as a Lender and as Fronting Lender, as Administrative Agent for the Lenders and the Fronting Lender, and Collateral Agent for the Secured Parties, and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
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Samples: Credit Agreement (Sothebys)
INDEX OF APPENDICES. Annexes Annex A - Definitions Annex B - Pro Rata Shares and Commitment Amounts Annex C - Closing Checklist Annex D - Pro Forma Annex E - Lenders’ Bank Accounts Exhibits Exhibit l.l(a)(i1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii1.1(a)(iii) - Revolving Note Exhibit 1.1(b) - Swing Line Note Exhibit 1.2(e) - Notice of Continuation/Conversion Exhibit 2.6(a) - Form of Revolving Note Landlord Agreement Exhibit l.l(b)(ii2.6(b) - Form of Swing Line Note Bailee Letter Exhibit l.5(e2.6(c) - Form of Notice of Conversion/Continuation Mortgagee Waiver Exhibit l.6B(a2.11(b) - Form of Lease Mortgage/Deed of Trust Exhibit 4.l(b4.3(d) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A4.3(k) - Form of Intercreditor Agreement (Floor Plan Inventory) Compliance Certificate Exhibit 6.7(d)(iii)(B) 8.1 - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) Disclosure Schedules Schedule 2.7 - Form of Notice of Issuance of Letter of Credit Corporate and Trade Names Schedule 1.1 3.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Indebtedness Schedule 3.2 - Executive Offices; FEIN Liens Schedule 3.4(A) 3.3 - Financial Statements Investments Schedule 3.4(B) 3.4 - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Contingent Obligations Schedule 3.8 - Ventures, Subsidiaries Affiliate Transactions Schedule 5.4(a) - Jurisdictions of Organization and Affiliates; Outstanding Stock Qualifications Schedule 3.11 5.4(b) - Tax Matters Capitalization Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 5.6 - Intellectual Property Schedule 3.17 5.7 - Hazardous Materials Investigations and Audits Schedule 3.18 5.8 - Insurance Employee Matters Schedule 3.19 5.10 - Litigation Schedule 5.11 - Use of Proceeds Schedule 5.12 - Real Estate Schedule 5.13 - Environmental Matters Schedule 5.14(a) - ERISA Schedule 5.14(b) - Canadian Benefit Plans and Canadian Pension Plans Schedule 5.16 - Deposit and Disbursement Accounts Schedule 3.20 5.17 - Government Contracts Agreements and Other Documents Schedule 3.22 5.18 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems Annex D (Section 2.1 (a)) - Closing Checklist Annex E (Section 4.l(a)) - Financial Statements and Projections — Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses Insurance AMENDED AND RESTATED CREDIT AGREEMENT, AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT is dated as of June 17, 2002 (this “Credit Agreement”), 2004 and entered into by and among GREAT NORTHERN EQUIPMENTUNITED AGRI PRODUCTS, INC., a Montana Delaware corporation (“Great NorthernUAP” or “U.S. Borrower”), H&E EQUIPMENT SERVICES L.L.C.UNITED AGRI PRODUCTS CANADA INC., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company an entity organized under the federal laws of Canada (“Gulf WideCanadian Borrower”)) (U.S. Borrower and Canadian Borrower are sometimes referred to herein as the “H&EBorrowers” and together with Great Northern, each individually, individually as a “Borrower”, and collectively and jointly and severally, the “Borrowers”), the other persons designated as “Credit Parties signatory heretoParties” on the signature pages hereof, the financial institutions who are or hereafter become parties to this Agreement as Lenders, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, capacity “GE Capital”), for itself as Lenderthe initial L/C Issuer and as Agent and GE CANADA FINANCE HOLDING COMPANY, an entity organized under the federal laws of Canada (having succeeded GE Canada Finance, Inc. as Administrative Canadian Agent for and acquired all of GE Canada Finance Inc.’s right, title and interest in the Lenders Loans, Letter of Credit Obligations, Loan Documents and Collateral under the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, Existing Credit Agreement (as Arranger (“Arranger”hereinafter defined), BANK OF AMERICA, N.A., as Syndication Agent (in its individual capacity “Syndication AgentGE Canada”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Canadian Agent”).
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Samples: Credit Agreement (Uap Holding Corp)
INDEX OF APPENDICES. Exhibit l.l(a)(i1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii1.1(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b4.1(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; Collateral Locations; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 3.25 - Charges Subject to Extended Trade Terms Schedule 3.26 - Repurchase Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex Schedule A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems Annex D (Section 2.1 (a)) - Closing Checklist Annex E (Section 4.l(a)) - Financial Statements and Projections — Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses CREDIT AGREEMENT, dated as of June 17, 2002 (this “Credit Agreement”), among GREAT NORTHERN EQUIPMENT, INC., a Montana corporation (“Great Northern”), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)) (“H&E” and together with Great Northern, each individually, a “Borrower”, and collectively and jointly and severally, the “Borrowers”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself as Lender, as Administrative Agent for the Lenders and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).Material Contracts
Appears in 1 contract
INDEX OF APPENDICES. Exhibit l.l(a)(i2.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e2.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a2.17(a) - Form of Lease Revolving Note Exhibit 4.l(b5.1(a) - Form of Monthly Financial Report Exhibit 5.2(a) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 2.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 2.3(d) - Excluded Insurance Proceeds Schedule 2.6(f) - Sales to Affiliates Schedule 2.8 - Cash Management Schedule 4.2 - Executive Offices; FEIN Schedule 3.4(A4.3(g) - Consents and Approvals Schedule 4.4 - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 4.6 - Real Estate and Leases Schedule 3.7 4.7 - Labor Matters Schedule 3.8 4.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 4.11 - Tax Matters Schedule 3.12 4.12 - ERISA Plans Schedule 3.13 4.13 - Litigation Schedule 3.15 4.14 - Brokers and Fees Schedule 4.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 4.18 - Insurance Schedule 3.19 4.19 - Deposit and Disbursement Accounts Schedule 3.20 4.20 - Government Contracts Schedule 3.22 4.22 - Material Agreements Schedule 5.1 4.30 - Conflicts of Interest Schedule 6.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 7.3 - Indebtedness Schedule 6.4(a7.4(a) - Extraordinary Transactions with Management Schedule 6.4(b7.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 7.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems Annex D (Section 2.1 (a)) - Closing Checklist Annex E (Section 4.l(a)) - Financial Statements and Projections — Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a10.9(a)) - Lenders’ Wire Transfer Information Annex I B (Section 11.1012.10) - Notice Addresses CREDIT AGREEMENT, dated as of June 17April 10, 2002 (this “Credit Agreement”), 2006 among GREAT NORTHERN EQUIPMENTTHE PRINCETON REVIEW, INC., a Montana corporation . (“Great Northern”), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)) (“H&E” and together with Great Northern, each individually, a the “Borrower”, and collectively and jointly and severally, the “Borrowers”), the other Credit Loan Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation hereto (in its individual capacity, the “GE Capital”), for itself as Lender, as Administrative Agent for the Lenders and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication AgentGuarantors”) and FLEET CAPITAL CORPORATIONXxxxx Capital Incorporated, a New York corporation, as Documentation Agent (“Documentation Agent”)administrative agent for the Lenders.
Appears in 1 contract
INDEX OF APPENDICES. Exhibit l.l(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.21.2A) - Letters of Credit Annex C (Section 1.81.7) - Cash Management Systems System Annex D (Section 2.1 (a2.1(a)) - Closing Checklist Annex E (Section 4.l(a4.1(a)) - Financial Statements and Projections — Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses Annex I (from Annex A - Commitments definition) - Commitments as of Restatement Date Annex J - Collateral Annex K (Section 5.4) - Insurance Exhibit 1.1(a)(i) - Form of Notice Revolving Credit Advance Exhibit 1.1(a)(iii) - Form of Cdn. Revolving Note Exhibit 1.1(b) - Form of Cdn. Term Note Exhibit 1.1(c)(iii) - Form of US Revolving Note Exhibit 1.1(d) - Form of US Term Note Exhibit 1.1(e)(i) - Form of Engine Term Note Exhibit 1.1(f)(ii) - Form of Cdn. Swing Line Note Exhibit 1.1(g)(ii) - Form of US Swing Line Note Exhibit 1.5(e)(ii) - Form of Notice of Conversion/Continuation - LIBOR Exhibit 1.5(e)(iii) Form of Notice of Conversation - BA RATE Exhibit 4.1(b) - Form of Borrowing Base Certificate, Accounts Receivable Reconciliation and Accounts Payable Rollforward and Reconciliation Exhibit 9.1(a) - Form of Assignment Agreement Schedule 1.1 - Agent's Representatives Disclosure Schedule 3.1 - Type of Entity; Jurisdiction of Organization Disclosure Schedule 3.2 - Executive Offices, Collateral Locations Disclosure Schedule 3.4(a) - Financial Statements Disclosure Schedule 3.4(c) - Fair Salable Balance Sheet Disclosure Schedule 3.6 - Real Estate and Leases Disclosure Schedule 3.7 - Labor Matters Disclosure Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Disclosure Schedule 3.11 - Tax Matters Disclosure Schedule 3.12 - Litigation Disclosure Schedule 3.13 - Pension and Benefit Plans Disclosure Schedule 3.14 - Brokers Disclosure Schedule 3.15 - Intellectual Property Disclosure Schedule 3.17 - Hazardous Materials Disclosure Schedule 3.18 - Insurance Disclosure Schedule 3.19 - Deposit and Disbursement Accounts Disclosure Schedule 3.20 - Government Contracts Disclosure Schedule 3.22 - Bonds; Patent, Trademark, Industrial Design Licenses Disclosure Schedule 3.24 - Material Contracts Disclosure Schedule 3.27 - Permitted Intercompany Indebtedness Disclosure Schedule 5.1 - Trade Names Disclosure Schedule 5.13 - Outstanding Material Contract Acknowledgements Disclosure Schedule 6.3 - Indebtedness Disclosure Schedule 6.4(a) - Transactions with Affiliates Disclosure Schedule 6.6 - Guaranteed Indebtedness Disclosure Schedule 6.7 - Existing Liens This SECOND AMENDED AND RESTATED CREDIT AGREEMENTAGREEMENT (this "Agreement"), dated as of June 17September 28, 2002 (this “Credit Agreement”), 2011 among GREAT NORTHERN EQUIPMENT, INC.Lower Lakes Towing Ltd., a Montana corporation (“Great Northern”)Canadian corporation, H&E EQUIPMENT SERVICES L.L.C.Lower Lakes Transportation Company, a Louisiana limited liability company (f/k/a/ Gulf Wide IndustriesDelaware corporation, L.L.C.Grand River Navigation Company, Inc, a Louisiana limited liability company (“Gulf Wide”)) (“H&E” and together with Great Northern, each individually, a “Borrower”, and collectively and jointly and severally, the “Borrowers”)Delaware corporation, the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation General Electric Capital Corporation (in its individual capacity, “"GE Capital”)") as Agent, for itself as LenderPNC Bank, National Association, as Administrative a Lender and as Co-Syndication Agent for the Lenders and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
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INDEX OF APPENDICES. Exhibit l.l(a)(i) Annexes Annex A - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii) Definitions Annex B - Form of Revolving Note Exhibit l.l(b)(ii) Pro Rata Shares and Commitment Amounts Annex C - Form of Swing Line Note Exhibit l.5(e) Closing Checklist Annex D - Form of Notice of Conversion/Continuation Exhibit l.6B(a) Pro Forma Annex E - Form of Lease Exhibit 4.l(b) Lenders' Bank Accounts Exhibits Schedules Schedule 2.7 - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) Corporate and Trade Names Schedule 3.1 - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Existing Indebtedness Schedule 3.2 - Executive Offices; FEIN Liens Schedule 3.4(A3.3(c) - Financial Statements Certain Employee Loans Schedule 3.4(B) 3.4 - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Contingent Obligations Schedule 3.8 - Ventures, Subsidiaries Affiliate Transactions Schedule 3.9 - Business Description Schedule 3.19 - Material Contracts Schedule 5.4(a) - Jurisdictions of Organization and Affiliates; Outstanding Stock Qualifications Schedule 3.11 5.4(b) - Tax Matters Capitalization Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 5.6 - Intellectual Property Schedule 3.17 5.7 - Hazardous Materials Investigations and Audits Schedule 3.18 5.8 - Insurance Employee Matters Schedule 3.19 5.10 - Litigation Schedule 5.11 - Use of Proceeds Schedule 5.12 - Real Estate Schedule 5.13 - Environmental Matters Schedule 5.14 - ERISA Schedule 5.16 - Deposit and Disbursement Accounts Schedule 3.20 5.17 - Government Contracts Agreements and Other Documents Schedule 3.22 5.18 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems Annex D (Section 2.1 (a)) - Closing Checklist Annex E (Section 4.l(a)) - Financial Statements and Projections — Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses Insurance CREDIT AGREEMENT, AGREEMENT This CREDIT AGREEMENT is dated as of June 17September 29, 2002 (this “Credit Agreement”), 2003 and entered into by and among GREAT NORTHERN EQUIPMENTO'SULLIVAN INDUSTRIES, INC., a Montana Delaware corporation (“Great Northern”"OSI"), H&E EQUIPMENT SERVICES L.L.C.O'SULLIVAN FURNITURE FACTORY OUTLET, INC., a Louisiana limited liability company Misxxxxx xxxxoration (f/k/a/ Gulf Wide Industries"OSF"), L.L.C.and O'SULLIVAN INDUSTRIES - VIRGINIA, a Louisiana limited liability company XXX., x Xirginia corporation (“Gulf Wide”)"OSV") (“H&E” OSI, OSF and together with Great Northern, each individually, OSV are sometimes referred xx xxxxxx as the "Borrowers" and individually as a “("Borrower”, and collectively and jointly and severally, the “Borrowers”"), the other persons designated as "Credit Parties signatory heretoParties" on the signature pages hereof, the financial institutions who are or hereafter become parties to this Agreement as Lenders, and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “capacity "GE Capital”"), for itself as Lender, the initial L/C Issuer and as Administrative Agent for the Lenders and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
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INDEX OF APPENDICES. Exhibit l.l(a)(i1.1(a)(I) - Form of Notice of Revolving Credit Advance CreditAdvance Exhibit l.l(a)(ii1.1(a)(Ii) - Form of Amended and Restated Revolving Note Exhibit l.l(b)(ii1.1(b) - Form of Amended and Restated Term Note Exhibit 1.1(c)(Ii) - Form of Swing Line Note Exhibit l.5(e1.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b4.1(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) B - Form of Notice Amended and Restated Charge Over Shares Exhibit E - Form of Issuance Subsidiary Pledge Agreement Exhibit M - Form of Letter of Credit Compliance Certificate Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A3.4(a) - Financial Statements Schedule 3.4(B3.4(b) - Pro Forma Schedule 3.4(C3.4(c) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 3.14 - Litigation Schedule 3.15 3.16 - Intellectual Property Schedule 3.17 3.18 - Hazardous Materials Schedule 3.18 3.19 - Insurance Schedule 3.19 3.20 - Deposit and Disbursement Accounts Schedule 3.20 3.21 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Permitted Existing Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Permitted Existing Accommodation Obligations Schedule 6.7 - Permitted Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems Annex D (Section 2.1 (a)) - Closing Checklist Annex E (Section 4.l(a)) - Financial Statements and Projections — Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses CREDIT AGREEMENT, dated as of June 17, 2002 (this “Credit Agreement”), among GREAT NORTHERN EQUIPMENT, INC., a Montana corporation (“Great Northern”), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)) (“H&E” and together with Great Northern, each individually, a “Borrower”, and collectively and jointly and severally, the “Borrowers”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself as Lender, as Administrative Agent for the Lenders and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).Liens
Appears in 1 contract
INDEX OF APPENDICES. Exhibit l.l(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems System Annex D (Section 2.1 (a2.1(a)) - Closing Checklist Annex E (Section 4.l(a4.1(a)) - Financial Statements and Projections — -- Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses Annex J (from Annex A - Commitments definition) Commitments as of Closing Date Exhibit 1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit 1.1(a)(ii) - Form of Revolving Note Exhibit 1.1(c)(ii) - Form of Swing Line Note Exhibit 1.5(e) - Form of Notice of Conversion/Continuation Exhibit 1.6 - Xxxx and Hold Policy Exhibit 4.1(b) - Form of Borrowing Base Certificate Exhibit 9.1(a) - Form of Assignment Agreement Exhibit A-1 - Form of Intercompany Subordination Agreement Exhibit B-1 - Application for Standby Letter of Credit Exhibit I - Form of Interim Order Exhibit M - Milestones Schedule A-1 - First Day Orders Schedule 1.1 - Agent’s Representatives Schedule 1.2 - Existing Letters of Credit Schedule 2.1 - Required Consents and Approvals Schedule 3.2 - Authorizations, Etc. Schedule 3.5 - Subsidiaries Schedule 3.6 - Litigation; Commercial Tort Claims Schedule 3.9 - ERISA Schedule 3.15 - Real Property Schedule 3.17 - Operating Lease Obligations Schedule 3.18 - Environmental Matters Schedule 3.19 - Insurance Schedule 3.21 - Bank Accounts Schedule 3.22 - Intellectual Property Schedule 3.23 - Material Contracts Schedule 3.26 - Customers and Suppliers Schedule 3.27 - Name; Jurisdiction of Organization; Organizational ID Number; Chief Place of Business; Chief Executive Office; FEIN LEGAL_US_E # 82813718.8 Schedule 3.28 - Tradenames Schedule 3.29 - Collateral Locations Schedule 5.3 - Preservation of Existence Schedule 6.1 - Existing Liens Schedule 6.2 - Existing Indebtedness Schedule 6.5 - Existing Investments Schedule 6.10 - Limitations on Dividends and Other Payment Restrictions LEGAL_US_E # 82813718.8 This SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENTAGREEMENT (this “Agreement”), dated as of June 17March 11, 2002 (this “Credit Agreement”)2009, by and among GREAT NORTHERN EQUIPMENT, MILACRON INC., a Montana Delaware corporation (“Great NorthernParent”), H&E EQUIPMENT SERVICES L.L.C.CIMCOOL INDUSTRIAL PRODUCTS INC., a Louisiana limited liability company Delaware corporation (f/k/a/ Gulf Wide Industries“Cimcool”), L.L.C.MILACRON MARKETING COMPANY, an Ohio corporation (“Marketing”), MILACRON PLASTICS TECHNOLOGIES GROUP INC., a Louisiana limited liability company Delaware corporation (“Gulf WidePlastics”), and D-M-E COMPANY, a Delaware corporation (“D-M-E Company”) (Parent, Cimcool, Marketing, Plastics and D-M-E Company are collectively referred to herein as the “H&EBorrowers” and together with Great Northern, each individually, individually as a “Borrower”, and collectively and jointly and severally, the “Borrowers”), ; the other Credit Parties signatory hereto, hereto as Guarantors; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself itself, as Lender, and as Administrative Agent administrative agent for the Lenders (“Agent”), and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
Appears in 1 contract
Samples: Credit Agreement (Milacron Inc)
INDEX OF APPENDICES. Exhibit l.l(a)(i) Annexes Annex A - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii) Definitions Annex B - Form of Revolving Note Exhibit l.l(b)(ii) Pro Rata Shares and Commitment Amounts Annex C - Form of Swing Line Note Exhibit l.5(e) Closing Checklist Annex D - Form of Notice of Conversion/Continuation Exhibit l.6B(a) Pro Forma Annex E - Form of Lease Exhibit 4.l(b) Lenders' Bank Accounts Exhibits Schedules Schedule 2.7 - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) Corporate and Trade Names Schedule 3.1 - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Existing Indebtedness Schedule 3.2 - Executive Offices; FEIN Liens Schedule 3.4(A3.3(c) - Financial Statements Certain Employee Loans Schedule 3.4(B) 3.4 - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Contingent Obligations Schedule 3.8 - Ventures, Subsidiaries Affiliate Transactions Schedule 3.9 - Business Description Schedule 3.19 - Material Contracts Schedule 5.4(a) - Jurisdictions of Organization and Affiliates; Outstanding Stock Qualifications Schedule 3.11 5.4(b) - Tax Matters Capitalization Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 5.6 - Intellectual Property Schedule 3.17 5.7 - Hazardous Materials Investigations and Audits Schedule 3.18 5.8 - Insurance Employee Matters Schedule 3.19 5.10 - Litigation Schedule 5.11 - Use of Proceeds Schedule 5.12 - Real Estate Schedule 5.13 - Environmental Matters Schedule 5.14 - ERISA Schedule 5.16 - Deposit and Disbursement Accounts Schedule 3.20 5.17 - Government Contracts Agreements and Other Documents Schedule 3.22 5.18 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems Annex D (Section 2.1 (a)) - Closing Checklist Annex E (Section 4.l(a)) - Financial Statements and Projections — Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses Insurance CREDIT AGREEMENT, AGREEMENT This CREDIT AGREEMENT is dated as of June 17September 29, 2002 (this “Credit Agreement”), 2003 and entered into by and among GREAT NORTHERN EQUIPMENTO'SULLIVAN INDUSTRIES, INC., a Montana Delaware corporation (“Great Northern”"OSI"), H&E EQUIPMENT SERVICES L.L.C.O'SULLIVAN FURXXXXXX XXCTORY OUTLET, INC., a Louisiana limited liability company Missouri corporation (f/k/a/ Gulf Wide Industries"OSF"), L.L.C.axx X'XXXXXVAN INDUSTRIES - VIRGINIA, INC., a Louisiana limited liability company Virginia corporation (“Gulf Wide”)"OSV") (“H&E” OSI, OSF xxx XXX xre sometimes referred to herein as the "Borrowers" and together with Great Northern, each individually, individually as a “("Borrower”, and collectively and jointly and severally, the “Borrowers”"), the other persons designated as "Credit Parties signatory heretoParties" on the signature pages hereof, the financial institutions who are or hereafter become parties to this Agreement as Lenders, and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “capacity "GE Capital”"), for itself as Lender, the initial L/C Issuer and as Administrative Agent for the Lenders and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
Appears in 1 contract
Samples: Credit Agreement (Osullivan Industries Holdings Inc)
INDEX OF APPENDICES. Exhibit l.l(a)(i1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii1.1(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii1.1(b)(ii) - Form of Swing Line Note Exhibit l.5(e1.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b4.1(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property iv Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems System Annex D (Section 2.1 (a2.1(a)) - Schedule of Additional Closing Checklist Documents Annex E (Section 4.l(a4.1(a)) - Financial Statements and Projections — Projections-- Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses CREDIT AGREEMENT, dated as of June 17, 2002 (this “Credit Agreement”), among GREAT NORTHERN EQUIPMENT, INC., a Montana corporation (“Great Northern”), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)) (“H&E” and together with Great Northern, each individually, a “Borrower”, and collectively and jointly and severally, the “Borrowers”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself as Lender, as Administrative Agent for the Lenders and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).-
Appears in 1 contract
Samples: Credit Agreement (Hockey Co)
INDEX OF APPENDICES. Exhibit l.l(a)(i1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii1.1(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii1.1(b) - Form of Swing Line Note Exhibit l.5(e1.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b4.1(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 3.26 - License Agreements Schedule 3.27 - Material Player Contracts Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section SECTION 1.2) - Letters of Credit Annex C (Section SECTION 1.8) - Cash Management Systems System Annex D (Section 2.1 (aSECTION 2.1(A)) - Schedule of Additional Closing Checklist Documents Annex E (Section 4.l(aSECTION 4.1(A)) - Financial Statements and Projections — - Reporting Annex F (Section 4.1(bSECTION 4.1(B)) - Collateral Reports Annex G (Section SECTION 6.10) - Financial Covenants Annex H (Section 9.9(aSECTION 9.9(A)) - Lenders’ ' Wire Transfer Information Annex I (Section SECTION 11.10) - Notice Addresses Annex J (from Annex A) - Revolving Loan Commitments and Swing Line Commitments as of Closing Date CREDIT AGREEMENT, dated as of June 17December 28, 2002 (this “Credit Agreement”), 1999 among GREAT NORTHERN EQUIPMENTRAWLINGS SPORTING GOODS COMPANY, INC., a Montana Delaware corporation (“Great Northern”"Borrower"), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)) (“H&E” and together with Great Northern, each individually, a “Borrower”, and collectively and jointly and severally, the “Borrowers”), ; the other Credit Parties signatory hereto, ; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware New York corporation (in its individual capacity, “"GE Capital”"), for itself itself, as Lender, and as Administrative Agent for the Lenders Lenders, and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
Appears in 1 contract
INDEX OF APPENDICES. Exhibit l.l(a)(i) - Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a) - Form of Lease Exhibit 4.l(b) - Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems System Annex D (Section 2.1 (a2.1(a)) - Closing Checklist Annex E (Section 4.l(a4.1(a)) - Financial Statements and Projections — - Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses Annex J (from Annex A - Commitments definition) - Commitments as of Closing Date Exhibit 1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit 1.1(a)(ii) - Form of Revolving Note Exhibit 1.5(e) - Form of Notice of Conversion/Continuation Exhibit 1.18 - Form of Joinder Agreement Exhibit 2.1(j)(iii) - Form of Loss Payable Endorsement Exhibit 4.1(b) - Form of Borrowing Base Certificate Exhibit 9.1(a) - Form of Assignment Agreement Exhibit B-1 - Application for Standby Letter of Credit Exhibit B-2 - Application for Documentary Letter of Credit Schedule 1.1 - Agent’s Representatives Disclosure Schedule 1.3 - Term Sheet for Proposed Equity Financing Disclosure Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Disclosure Schedule 3.1 - Type of Entity; State of Organization Disclosure Schedule 3.2 - Executive Offices, Collateral Locations, FEIN Disclosure Schedule 3.4(a) - Financial Statements Disclosure Schedule 3.4(b) - Pro Forma Disclosure Schedule 3.4(c) - Projections Disclosure Schedule 3.6 - Real Estate and Leases Disclosure Schedule 3.7 - Labor Matters Disclosure Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Disclosure Schedule 3.11 - Tax Matters Disclosure Schedule 3.12 - ERISA Plans Disclosure Schedule 3.13 - Litigation Disclosure Schedule 3.15 - Intellectual Property Disclosure Schedule 3.17 - Hazardous Materials Disclosure Schedule 3.18 - Insurance Disclosure Schedule 3.19 - Deposit and Disbursement Accounts Disclosure Schedule 3.22 - Agreements and other Documents Disclosure Schedule 3.24 - Government Contracts Disclosure Schedule 3.27 - Bonding and Licensing Disclosure Schedule 5.1 - Trade Names Disclosure Schedule 6.3 - Indebtedness Disclosure Schedule 6.7 - Existing Liens Schedule A - Reserves Added to EBITDA This SECOND AMENDED AND RESTATED CREDIT AGREEMENTAGREEMENT (this “Agreement”), dated as of June 17December 9, 2002 (this “Credit Agreement”)2004, among GREAT NORTHERN EQUIPMENTFamilymeds, INC.Inc., a Montana Connecticut corporation (“Great NorthernFamilymeds”); Valley Drug Company, H&E EQUIPMENT SERVICES L.L.C.an Ohio corporation (“Valley North”); Valley Drug Company South, a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company corporation (“Gulf WideValley South”)) ; any Additional Borrowers that hereafter may from time to time become a party hereto pursuant to Section 1.18 hereof (Familymeds, Valley North, Valley South and such Additional Borrowers are sometimes collectively referred to herein as the “H&EBorrowers” and together with Great Northern, individually each individually, as a “Borrower”); DrugMax, and collectively and jointly and severallyInc., the a Nevada corporation (“BorrowersParent”), ; the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION; General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), for itself itself, as Lender, and as Administrative Agent for the Lenders Lenders, and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
Appears in 1 contract
Samples: Credit Agreement (Drugmax Inc)
INDEX OF APPENDICES. Annex A (Recitals) Annex B (Section 1.2) Annex C (Section 1.8) Annex D (Section 2.1(a)) Annex E (Section 4.1 a) Annex F (Section 4.1(b)) — — — — — — Definitions Letters of Credit Cash Management System Closing Checklist Financial Statements and Projections - Reporting Collateral Reports Annex G (Section 6.10) Annex H (Section 9.9(a)) Annex I (Section 11.10) — — — Financial Covenants Lenders’ Wire Transfer Information Notice Addresses Annex J (from Annex A Commitments definition) — Commitments as of Closing Date Exhibit l.l(a)(i1.1 (a)(i) - Exhibit 1.1 (a)(ii) Exhibit 1.1 (c)(ii) Exhibit 1.5(e) — — — — Form of Notice of Revolving Credit Advance Exhibit l.l(a)(ii) - Form of Revolving Note Exhibit l.l(b)(ii) - Form of Swing Line Note Exhibit l.5(e) - Form of Notice of Conversion/Continuation Exhibit l.6B(a4.1(b) - Form of Lease Exhibit 4.l(b9.1(a) - Exhibit B-1 — — — Form of Borrowing Base Certificate Exhibit 6.7(d)(iii)(A) - Form of Intercreditor Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(B) - Form of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(a) - Form of Assignment Agreement Exhibit X-x(a) - Form of Notice of Issuance of Application for Standby Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.3(b) Schedule 1.4 - Schedule 3.1 Schedule 3.2 — — — — — Agent’s Representatives Permitted Dispositions Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Type of Entity; State of Organization Executive Offices; , Collateral Locations, FEIN Schedule 3.4(A3.4(a) - Schedule 3.4(c) Schedule 3.5 Schedule 3.6 Schedule 3.7 — — — — — Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Material Adverse Effect Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Schedule 3.12 Schedule 3.13 Schedule 3.14 Schedule 3.15 — — — — — Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Brokers Intellectual Property Schedule 3.17 - Schedule 3.18 Schedule 3.19 Schedule 3.20 Schedule 3.21 Schedule 3.22 Schedule 6.2 Schedule 6.3 Schedule 6.4(a) Schedule 6.7 — — — — — — — — — — Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 5.9 - Real Estate Customer Relations Bonding; Licensing Investments Indebtedness Affiliate Transactions Liens Schedule 6.2 - Investments 6.16 Schedule 6.3 - Indebtedness E-1 Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - X-0 Xxxxxxxx X-0 Xxxxxxxx X-0 — — — — — Intercompany Transfers Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C Deemed EBITDA and Fixed Charges Mortgaged Properties Significant Subsidiaries This CREDIT AGREEMENT (Section 1.8) - Cash Management Systems Annex D (Section 2.1 (athis “Agreement”)) - Closing Checklist Annex E (Section 4.l(a)) - Financial Statements and Projections — Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses CREDIT AGREEMENT, dated as of June 17August 20, 2002 (this “Credit Agreement”), 2009 among GREAT NORTHERN EQUIPMENTCARAUSTAR INDUSTRIES, INC., a Montana Delaware corporation and successor-by-merger to Caraustar Industries, Inc., a North Carolina corporation (“Great NorthernParent”), H&E EQUIPMENT SERVICES L.L.C.CARAUSTAR CUSTOM PACKAGING GROUP, INC., a Louisiana limited liability company Delaware corporation (f/k/a/ Gulf Wide Industries“Custom Packaging”), L.L.C.CARAUSTAR RECOVERED FIBER GROUP, INC., a Louisiana Delaware corporation (“Fiber”), CARAUSTAR INDUSTRIAL AND CONSUMER PRODUCTS GROUP, INC., a Delaware corporation (“Caraustar Industrial”), CARAUSTAR MILL GROUP, INC., an Ohio corporation (“Caraustar Mill Group”), XXXXXXX PAPERBOARD, INC., a Connecticut corporation (“Xxxxxxx”), PBL INC., a Delaware corporation (“PBL”), GYPSUM MGC, INC., a Delaware corporation (“Gypsum MGC”), XXXXXXXXX GYPSUM COMPANY, a Delaware corporation (“XxXxxxxxx Gypsum”), CARAUSTAR, G.P., a South Carolina general partnership (“Caraustar GP”), XXXXXXXX GYPSUM COMPANY, LLC, a Delaware limited liability company (“Gulf WideXxXxxxxx Gypsum LLC”)) , RECCMG, LLC, a Georgia limited liability company (“H&E” RECCMG”), FEDERAL TRANSPORT, INC., an Ohio corporation (“Federal”), AUSTELL HOLDING COMPANY, LLC, a Georgia limited liability company (“Austell”), CAMDEN PAPERBOARD CORPORATION, a New Jersey corporation (“Camden”), CHICAGO PAPERBOARD CORPORATION, an Illinois corporation (“Chicago”), HALIFAX PAPER BOARD COMPANY, INC., a North Carolina corporation (“Halifax”), CARAUSTAR CUSTOM PACKAGING GROUP (MARYLAND), INC., a Maryland corporation (“Custom Packaging MD”), and PARAGON PLASTICS, INC., a South Carolina corporation (“Paragon”; and together with Great NorthernParent, each individuallyCustom Packaging, Fiber, Caraustar Industrial, Caraustar Mill Group, Xxxxxxx, PBL, Gypsum MGC, XxXxxxxxx Gypsum, Caraustar GP, XxXxxxxx Gypsum LLC, RECCMG, Federal, Austell, Camden, Chicago, Halifax and Custom Packaging MD are sometimes collectively referred to herein as “Borrowers” and individually as a “Borrower”, and collectively and jointly and severally, the “Borrowers”), ; the other Credit Parties signatory hereto, if any; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself itself, as Lender, and as Administrative Agent administrative agent for the Lenders (“Agent”), Xxxxx Fargo Foothill, LLC and GE Capital, each as an L/C Issuer (an “L/C Issuer”) and the other Lenders signatory hereto from time to time, GENERAL ELECTRIC CAPITAL CORPORATION, as Arranger (“Arranger”), BANK OF AMERICA, N.A., as Syndication Agent (“Syndication Agent”) and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”).
Appears in 1 contract
INDEX OF APPENDICES. Annexes Annex A - Definitions Annex B - Pro Rata Shares and Commitment Amounts Annex C - Closing Checklist Annex D - Pro Forma Annex E - Lenders’ Bank Accounts Annex F - Compliance Certificate Exhibits Exhibit l.l(a)(i1.1(a)(i) - Form of US Tranche A Note Exhibit 1.1(a)(ii) - Notice of US Tranche A Revolving Credit Advance Exhibit l.l(a)(ii1.1(b)(iii) - Form Request for Letter of Revolving Credit Issuance Exhibit 1.1(e)(i) - US Tranche A1 Note Exhibit l.l(b)(ii1.1(e)(ii) - Form Notice of Swing Line US Tranche A1 Revolving Credit Advance Exhibit 1.2(a)(i) - Canadian Tranche A Note Exhibit l.5(e1.2(a)(ii) - Form of Notice of Conversion/Continuation Canadian Tranche A Revolving Credit Advance Exhibit l.6B(a1.2(f)(i) Canadian Tranche A1 Note Exhibit 1.2(f)(ii) - Form Notice of Lease Canadian Tranche A1 Revolving Credit Advance Exhibit 4.l(b1.3(e) - Form Notice of Continuation/Conversion Exhibit 6.1(d)(i) - Canadian Borrowing Base Certificate Exhibit 6.7(d)(iii)(A6.1(d)(ii) - Form of Intercreditor US Borrowing Base Certificate Exhibit 8.1 - Assignment Agreement (Floor Plan Inventory) Exhibit 6.7(d)(iii)(BSchedules Schedule 3.1(a) - Form Jurisdictions of Intercreditor Agreement (Off Balance Sheet Inventory) Exhibit 9.1(aOrganization and Qualifications Schedule 3.1(c) - Form of Assignment Agreement Exhibit X-x(a) Capitalization Schedule 3.5 - Form of Notice of Issuance of Letter of Credit Schedule 1.1 - Responsible Individual Schedule 1.4 - Sources and Uses; Funds Flow Memorandum Schedule 3.2 - Executive Offices; FEIN Schedule 3.4(A) - Financial Statements Schedule 3.4(B) - Pro Forma Schedule 3.4(C) - Projections Schedule 3.4(D) - Fair Salable Balance Sheet Schedule 3.4(E) - Financial Statements Schedule 3.6 - Real Estate and Leases GAAP Exceptions Schedule 3.7 - Labor Matters Use of Proceeds Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Brokers Schedule 3.10 - Intellectual Property Schedule 3.11 - Tax Matters Investigations and Audits Schedule 3.12 - ERISA Plans Employee Matters Schedule 3.13 - Litigation Schedule 3.14 - Real Estate Schedule 3.15 - Intellectual Property Environmental Matters Schedule 3.16 - ERISA/Canadian Pension Plans Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 3.18 - Government Contracts Agreements and Other Documents Schedule 3.22 3.19 - Material Agreements Insurance Schedule 4.7 - Corporate and Trade Names Schedule 5.1 - Trade Names Indebtedness Schedule 5.2 - Liens Schedule 5.3 - Investments Schedule 5.4 - Contingent Obligations Schedule 5.8 - Affiliate Transactions Schedule 5.9 - Real Estate Liens Schedule 6.2 - Investments Schedule 6.3 - Indebtedness Schedule 6.4(a) - Extraordinary Transactions Schedule 6.4(b) - Transactions with Affiliates Schedule 6.6 - Guaranteed Indebtedness Schedule 6.7 - Existing Liens Annex A (Recitals) - Definitions Annex B (Section 1.2) - Letters of Credit Annex C (Section 1.8) - Cash Management Systems Annex D (Section 2.1 (a)) - Closing Checklist Annex E (Section 4.l(a)) - Financial Statements and Projections — Reporting Annex F (Section 4.1(b)) - Collateral Reports Annex G (Section 6.10) - Financial Covenants Annex H (Section 9.9(a)) - Lenders’ Wire Transfer Information Annex I (Section 11.10) - Notice Addresses Business Description AMENDED AND RESTATED CREDIT AGREEMENT, AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT is dated as of June 17January 31, 2002 2006, as amended and restated as of October 31, 2007, and entered into by and among EXOPACK HOLDING CORP., a Delaware corporation (this “Credit AgreementHoldings”), among GREAT NORTHERN EQUIPMENTEXOPACK, LLC, a Delaware limited liability company (“Exopack Op Co”), CELLO-FOIL PRODUCTS, INC., a Montana Michigan corporation (“Great Northern”), H&E EQUIPMENT SERVICES L.L.C., a Louisiana limited liability company (f/k/a/ Gulf Wide Industries, L.L.C., a Louisiana limited liability company (“Gulf Wide”)) (“H&ECello-Foil” and together with Great NorthernExopack Op Co and any other Credit Party (as defined herein) that is approved by the US Lenders to be a US Borrower hereunder, each each, individually, a “US Borrower”” and, and collectively and jointly and severally, the “US Borrowers”), EXOPACK-NEWMARKET, LTD., an Ontario company (“Exopack Canada”), EXOPACK PERFORMANCE FILMS INC., an Ontario corporation (“Performance Films”, and together with Exopack Canada and any other Credit Party (as defined below) that is approved by the Canadian Lenders to be a Canadian Borrower hereunder, each, individually, a “Canadian Borrower” and, collectively and jointly and severally, the “Canadian Borrowers” and together with the US Borrowers, each individually a “Borrower” and collectively (but not jointly and severally) the “Borrowers”), the other persons designated as “Credit Parties signatory heretoParties” on the signature pages hereof, the financial institutions who are or hereafter become parties to this Agreement as Lenders, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, capacity “GE Capital”), for itself as a US Lender, as Administrative Agent for the Lenders initial US L/C Issuer and the other Lenders signatory hereto from time to timeas US Agent, GENERAL ELECTRIC CAPITAL CORPORATIONand GE CANADA FINANCE HOLDING COMPANY, as Arranger a Nova Scotia unlimited liability company (in its individual capacity, “ArrangerGE Canada”), BANK OF AMERICA, N.A.as Canadian Agent, as Syndication Agent (“Syndication Agent”) initial Canadian L/C Issuer and FLEET CAPITAL CORPORATION, as Documentation Agent (“Documentation Agent”)a Canadian Lender.
Appears in 1 contract
