INDEX OF EXHIBITS AND SCHEDULES Sample Clauses
INDEX OF EXHIBITS AND SCHEDULES. EXHIBITS
INDEX OF EXHIBITS AND SCHEDULES. Exhibit A Definitions and Rules of Interpretation Exhibit B-1 Form of Note Exhibit C [Reserved] Exhibit D-2 [Reserved] Exhibit D-3 Form of Confirmation of Interest Period Selection Exhibit D-4 Form of Notice of Borrowing Exhibit D-5 Form of Pending Disbursements Clause Exhibit E-1 Form of Mortgage Documents Exhibit E-2 Form of Borrower Pledge and Security Agreement Exhibit E-3 Form of Guaranty and Security Agreement Exhibit E-4 Form of Account Control Agreement Exhibit E-5 Schedule of Permitted Encumbrances Exhibit E-6 Schedule of Security Filings Exhibit E-7 Form of Member Pledge and Security Agreement Exhibit F-1 Exhibit F-2 Form of Consent of BOP Contractor Exhibit F-3 Form of Consent of Energy Hedge Provider Exhibit F-4 Form of Consent of Energy Hedge Guarantor Exhibit F-5 [Reserved] Exhibit F-6 Form of Landowner Estoppel Exhibit F-7 Form of Consent of Contracting Party Exhibit F-8 Form of Consent of Turbine Supplier and Turbine Operator Exhibit F-9 [Reserved] Exhibit F-10 Form of Consent of Operator Exhibit F-11 Form of Shared Facilities Consent Exhibit F-12 Form of Project Administration Agreement Consent Exhibit G-1 Form of Borrower’s Closing Certificate Exhibit G-2 Form of Insurance Consultant’s Certificate Exhibit G-3 Form of Environmental Consultant’s Certificate Exhibit G-4 Form of Independent Engineer’s Closing Certificate and Report Exhibit H-2A Schedule of Borrower Permit Exceptions— Environmental, Permitting, Real Property, Maine Regulatory Matters and FERC Exhibit H-2B Schedule of Applicable Permits — Environmental, Permitting, Real Property, Maine Regulatory Matters and FERC Exhibit H-3 Governmental Regulations Exhibit H-4 [Reserved] Exhibit H-5 Pending Litigation Exhibit H-6 Environmental Matters Disclosure Exhibit H-7 Chief Executive Office of Borrower Exhibit H-8A Description of Stetson I Real Property Interests Exhibit H-8B Description of Stetson II Real Property Interests Exhibit H-9 Description of Transmission Line Real Property Interests Other Exhibits Exhibit I Lenders/Lending Offices Exhibit J Schedule of Lender Proportionate Shares Exhibit K Amortization Schedule Exhibit L-1 Form of Withholding Certificate (Treaty) Exhibit L-2 Form of Withholding Certificate (Effectively Connected) Exhibit L-3 Form of Withholding Certificate (Portfolio Interest) Exhibit M Form of Subordination Agreement Exhibit N Form of Assignment Agreement Exhibit O Form of O&M Reserve LC Exhibit P Form of Debt Service Reserve LC Exhibit Q-1 Form of Energy Hedg...
INDEX OF EXHIBITS AND SCHEDULES. Exhibit Description Schedule Description
INDEX OF EXHIBITS AND SCHEDULES. Exhibits Schedules
INDEX OF EXHIBITS AND SCHEDULES. Schedule A - Definitions Schedule B - Lender's and Borrower's Addresses for Notices Schedule C - Letters of Credit Schedule D - Cash Management System Schedule E - Fees and Expenses Schedule F - Schedule of Documents Schedule G - Financial Covenants Disclosure Schedule (3.2) - Places of Business; Corporate Names Disclosure Schedule (3.4(a)) - Projections Disclosure Schedule (3.6) - Real Estate Disclosure Schedule (3.7) - Stock; Affiliates Disclosure Schedule (3.9) - Taxes Disclosure Schedule (3.11) - ERISA Disclosure Schedule (3.12) - Litigation Disclosure Schedule (3.13) - Intellectual Property Disclosure Schedule (3.15) - Environmental Matters Disclosure Schedule (3.16) - Insurance Disclosure Schedule (3.18) - Contracts (Offset Risk) Disclosure Schedule (5(b)) - Indebtedness Disclosure Schedule (5(e)) - Liens Disclosure Schedule (6.1) - Actions to Perfect Liens TRANSACTION SUMMARY AS OF THE DATE OF THIS AGREEMENT ------------------------------------------------------------------------------- REVOLVING CREDIT LOAN Maximum Amount: $12,000,000 -------------- Term: 3 years ---- Revolving Credit Rate: Index Rate plus 1.25% --------------------- Letter of Credit Subfacility: $250,000 ---------------------------- Borrowing Base: Eighty-five percent (85%) of the value (as -------------- determined by Lender) of Borrower's Eligible Accounts; provided that Lender shall reduce the foregoing percentage by one percentage point for each percentage point that the dilution of Borrower's Accounts (calculated monthly by Lender as the average dilution over the most recent three months) exceeds 5%; plus ---- the lesser of (i) $3,000,000 or (ii) the lesser of (A) eighty-five percent (85%) of the net orderly liquidation value of Borrower's Eligible Inventory (as determined by Lender) and (B) fifty-five percent (55%) of the lower of cost or market of Borrower's Eligible Inventory (as determined by Lender). FEES Closing Fee: $30,000, $7,500 of which will be due and ----------- payable at closing (against which will be credited the unused balance, net of expenses, of the underwriting deposit) and the balance of which will be due in three installments of $7,500 each payable on or before the first day of the next three fiscal quarters of Borrower after closing. Accommodation Fee: $25,000. ----------------- Collateral Monitoring Fee: $18,000 per annum, payable in quarterly ------------------------- installments of $4,500 each at closing and quarterly thereafter. Unused Line Fee: 0....
INDEX OF EXHIBITS AND SCHEDULES. Exhibit A- Form of Notice of Revolving Credit Advance Exhibit B- Form of Amended and Restated Revolving Credit Note Exhibit C- Form of Term Note Exhibit D- Form of Opinion of Xxxx Xxxxx, General Counsel of the Borrower Exhibit E- Form of Compliance Certificate Schedule 1- Liens Schedule 4.2- Offices and Other Locations Schedule 4.3- Subsidiaries Schedule 4.6- Obligations on Long-Term Leases Schedule 4.7(a)- Owned Real Estate Schedule 4.7(b)- Leased Real Estate Schedule 4.11- Other Ventures Schedule 4.14- Tax Matters Schedule 4.15- ERISA Matters Schedule 4.16- Litigation Schedule 4.17- Stock Ownership Schedule 4.18- Employment Matters Schedule 4.19- Patents, Trademarks, Copyrights and Licenses Schedule 4.22- Environmental Matters Schedule 6.6- Insurance Schedule 7.3- Existing Indebtedness Schedule 11.9- Authorized Signatories AMENDED AND RESTATED LOAN AGREEMENT, dated as of June 30, 1997, among QUIXOTE CORPORATION, a Delaware corporation ("Quixote"), ENERGY ABSORPTION SYSTEMS, INC., a Delaware corporation ("EAS"), QUIXOTE LASER CORPORATION (f/k/a Disc Manufacturing, Inc.), a Delaware corporation ("DMI"), QUIXOTE STENO CORPORATION (f/k/a Stenograph Corporation), a Delaware corporation ("Stenograph"), LEGAL TECHNOLOGIES, INC., a Delaware corporation ("LTI"), TRANSAFE CORPORATION, a Delaware corporation ("Transafe"), LITIGATION COMMUNICATIONS, INC., a Delaware corporation ("LCI") SPIN-CAST PLASTICS, INC., an Indiana corporation ("Spin-Cast"), QUIXOTE LSI CORPORATION (f/k/a Litigation Services, Inc.), a Delaware corporation ("LSI"), E-TECH TESTING SERVICES,INC., a Delaware corporation ("E-Tech"), ROADWAY SAFETY SERVICE, INC., a Delaware corporation ("Roadway"), and SAFE-HIT CORPORATION, a Nevada corporation ("Safe-Hit"), the lenders ("Lenders") named herein, and THE NORTHERN TRUST COMPANY, an Illinois banking corporation having an office at Fifty South LaSalle Street, Chicago, Illinois 60675 ("Northern"), as agent for the lenders hereunder (Northern, in such capacity, being "Agent"). Quixote, EAS, DMI, LTI, Stenograph, Transafe, LCI, Spin-Cast, LSI, E-Tech, Roadway and Safe-Hit are individually and collectively referred to herein as "Borrower."
INDEX OF EXHIBITS AND SCHEDULES. Exhibits
INDEX OF EXHIBITS AND SCHEDULES. Exhibit A Definitions Exhibit B Allocation of Purchase Price Exhibit C General Conveyance, Assignment and Xxxx of Sale Exhibit D Seller’s Secretary’s Certificate and Unanimous Written Consent in Lieu of a Meeting of the Board of Directors and Shareholders of Seller Exhibit E Form of Opinion of Seller’s/Shareholders’ Counsel Exhibit F Form of Covenant Not to Compete Agreement Exhibit G Form of Seller’s and Shareholders’ Closing Certificate Exhibit H Non-Foreign Affidavit Exhibit I Form of Buyer’s Closing Certificate Exhibit J Survey Requirements Schedule 2.1.1 Permits Schedule 2.1.2 Equipment Schedule 2.1.3 Customer Contracts and Employee Contracts Schedule 2.1.8 Office Equipment Schedule 2.1.9 Systems Schedule 3.5 Accounts Receivable as of the Closing Date Schedule 6.3(c) Consents and Defaults Schedule 6.4 Governmental Consents Schedule 6.5 Financial Statements Schedule 6.7.1 Intellectual Property Rights Schedule 6.8.2 Tangible Personal Property Leases Schedule 6.9.3 Consents Schedule 6.10 Insurance and Workers’ Compensation Schedule 6.11 Employees Schedule 6.13 Governmental Orders Schedule 6.14 W-9 Form Schedule 6.15 Litigation Schedule 6.16 Price Redetermination Contracts Schedule 6.17 Ordinary Course of Business Schedule 6.18.1 Permits Requiring Consents Schedule 6.21 Restrictive Agreements Schedule 6.22.2 Leased Real Property
INDEX OF EXHIBITS AND SCHEDULES. Schedule A Starwood shareholders executing Starwood Shareholder Agreement Schedule B Starwood shareholders executing Starwood Affiliate Lock-Up Agreements Schedule C Persons executing Advisor Affiliate Lock-Up Agreements Schedule D Persons Executing Option Standstill Agreements Schedule E TriNet Management Company Owners Schedule F Directors of New Starwood Schedule G Directors of the Surviving Corporation Schedule H Officers of New Starwood Schedule I Officers of the Surviving Corporation Exhibit A Incorporation Merger Agreement Exhibit B Advisor Transaction Agreement Exhibit C Form of Starwood Shareholder Agreement Exhibit D Form of Starwood Affiliate Lock-Up Agreement Exhibit E Form of Advisor Affiliate Lock-Up Agreement Exhibit F Form of Option Standstill Agreement Exhibit G TriNet Management Company Stock Purchase Agreement Exhibit H Form of Charter of the Surviving Corporation Exhibit I Form of Bylaws of the Surviving Corporation Exhibit J Form of Charter of New Starwood Exhibit K Form of Bylaws of New Starwood Exhibit L Form of Articles Supplementary for each class of New Starwood Preferred Stock Exhibit M Form of Xxxxxx Xxxxxx & Xxxxx Tax Opinion Exhibit N Form of Xxxxx, Xxxxx & Xxxxx LLP Tax Opinion Exhibit O Form of Xxxxxx & Xxxxx LLP Tax Opinion Exhibit P Form of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx Tax Opinion Exhibit Q Form of Affiliate Letter AGREEMENT AND PLAN OF MERGER ("AGREEMENT"), dated as of June 15, 1999, by and among STARWOOD FINANCIAL TRUST, a Maryland real estate investment trust ("STARWOOD"), ST MERGER SUB, INC., a Maryland corporation ("STARWOOD SUB"), and TRINET CORPORATE REALTY TRUST, INC., a Maryland corporation ("TRINET").
INDEX OF EXHIBITS AND SCHEDULES. Exhibits Central Jersey Schedules