INTRODUCTORY STATEMENT. The Board of Directors of each of RBI and TRFC (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of RBI and TRFC, respectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to RBI's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("TRFC Option Agreement"), pursuant to which TRFC has granted to RBI an option to purchase shares of TRFC's common stock, par value $.01 per share ("TRFC Common Stock"), upon the terms and conditions therein contained. In addition, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to TRFC's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("RBI Option Agreement"), pursuant to which RBI has granted to TRFC an option to purchase shares of RBI's common stock, par value $.01 per share ("RBI Common Stock"), upon the terms and conditions therein contained. Promptly following the consummation of the Merger (as defined below), the parties hereto intend that Roosevelt Savings Bank, a wholly owned subsidiary of TRFC ("TRFC Bank"), shall be merged with and into The Xxxxxx Savings Bank, a wholly owned subsidiary of RBI ("RBI Bank"), with RBI Bank being the surviving entity ("Bank Merger"). The parties hereto intend that the Merger and the Bank Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended ("Code"), for federal income tax purposes, and that the Merger shall be accounted for as a pooling-of-interests for accounting purposes. RBI and TRFC desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which s...
INTRODUCTORY STATEMENT. Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. Reference is made to that certain fixed rate loan in the original principal amount of $800,000,000 (the “Mortgage Loan”), evidenced by the following promissory notes: (a) that certain Promissory Note A-4, dated November 26, 2019 in the original principal amount of $400,000 made by the Borrower (as defined below) in favor of Citi Real Estate Funding Inc. (together with its successors in interest, “CREFI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-4”), (b) that certain Promissory Note A-5, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of Gxxxxxx Sxxxx Bank USA (together with its successors in interest, “GS Bank”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-5”), (c) that certain Promissory Note A-6, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of Barclays Capital Real Estate Inc. (together with its successors in interest, “BCREI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-6”); (d) that certain Promissory Note A-7, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of BMO Hxxxxx Bank N.A. (together with its successors in interest, “BMO Hxxxxx”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-7”); (e) that certain Promissory Note B-1, dated November 26, 2019 in the original principal amount of $85,280,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-1”); (f) that certain Promissory Note B-2, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of GS Bank) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemente...
INTRODUCTORY STATEMENT. The Company and Executive entered into a Second Amended and Restated Employment Agreement dated as of July 18, 2005, as amended (the “Original Agreement”). The parties desire to extend the term of the Original Agreement for an additional one-year term and amend certain provisions of the “Bonus Formula” set forth therein.
INTRODUCTORY STATEMENT. On February 2, 2005, the Borrower and the Guarantors filed voluntary petitions with the Bankruptcy Court initiating the Cases and have continued in the possession of their assets and in the management of their businesses pursuant to Sections 1107 and 1108 of the Bankruptcy Code. The Borrower has applied to the Lenders for a loan facility of up to $725,000,000, comprised of (i) a revolving credit and letter of credit facility in an aggregate principal amount not to exceed $300,000,000 as set forth herein and (ii) a term loan in an aggregate principal amount of $425,000,000 as set forth herein, all of the Borrower's obligations under each of which are to be guaranteed by the Guarantors. The proceeds of the Loans will be used (i) in the case of revolving credit loans and letters of credit, for general working capital and corporate purposes of the Borrower and the Guarantors (including, but only to the extent permitted under Section 6.10, for loans and advances to Subsidiaries not party hereto) and (ii) the case of the term loan, to refinance and repay in full the Existing First Lien Indebtedness. To provide guarantees and security for the repayment of the Loans, the reimbursement of any draft drawn under a Letter of Credit and the payment of the other obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents (including, without limitation, the Obligations of the Borrower and the Guarantors to JPMCB, any other Lender or any of their respective banking Affiliates permitted by Section 6.03(vi)), the Borrower and the Guarantors will provide to the Agent and the Lenders the following (each as more fully described herein):
INTRODUCTORY STATEMENT. The following Articles include a three year agreement adopted by and between the Park Hill School District Board of Education (hereinafter referred to as the "Board") and the Park Hill National Education Association (hereinafter referred to as the "Association"). These articles and all included provisions shall become effective July 1, 2019 and shall remain in effect until June 30, 2022.
INTRODUCTORY STATEMENT. The Lenders have made available to the Borrowers a credit facility pursuant to the terms of the Credit Agreement. The Lenders and the Agent have agreed to amend the Credit Agreement, all on the terms and subject to the conditions herein set forth. Therefore, the parties hereto hereby agree as follows:
INTRODUCTORY STATEMENT. On May 6, 2003, the Borrower and the Guarantors filed voluntary petitions with the Bankruptcy Court (such term and other capitalized terms used in this Introductory Statement being used with the meanings given to such terms in Section 1.01) initiating the Cases and have continued in the possession of their assets and in the management of their business pursuant to Sections 1107 and 1108 of the Bankruptcy Code. The Borrower, the Guarantors, the Existing Lenders and JPMorgan Chase, as administrative agent, are parties to that certain Credit Agreement dated as of May 23, 2000 (as amended or otherwise modified prior to the date hereof, the "Existing Agreement") pursuant to which the Borrower and the Guarantors were truly and justly indebted to the Existing Lenders on the Filing Date in respect of the extensions of credit provided for thereunder in the principal amount of $601,370,125.48 (including the aggregate outstanding face amount of issued but undrawn letters of credit denominated in Dollars outstanding thereunder) and with respect to an outstanding face amount of an issued but undrawn letter of credit denominated in Euro in the amount of EUR83,003,011.44. The Borrower has applied to the Lenders for a revolving credit and letter of credit facility in an aggregate principal amount not to exceed $30,000,000, all of the Borrower's obligations under which are to be guaranteed by the Guarantors. The proceeds of the Loans will be used for working capital and other general corporate purposes of the Borrower and the Guarantors (including, without limitation, to the extent permitted hereunder, for post-petition loans and advances to Foreign Subsidiaries), in all cases subject to the terms of this Agreement and the Orders. To provide guarantees and security for the repayment of the Loans, the reimbursement of any draft drawn under a Letter of Credit and the payment of the other Obligations of the Borrower and the Guarantors hereunder and under the other Loan Documents (including, without limitation, in respect of Cash Management Obligations), the Borrower and the Guarantors will provide to the Agent and the Lenders the following (each as more fully described herein and subject to the limitations set forth herein):
INTRODUCTORY STATEMENT. All capitalized terms not otherwise defined in this Amendment are as defined in the Loan Agreement. The Borrower has requested (and the Lender has agreed to) an increase in the Commitment to $600,000,000. Accordingly, the parties hereto hereby agree as follows:
INTRODUCTORY STATEMENT. The Bank has become a wholly-owned subsidiary of the Company, a stock holding company (the “Conversion”). In connection with the Conversion, shares of the Company’s common stock were sold in an initial public stock offering. The Officer has served the Bank in an executive capacity prior to the Conversion and is familiar with the Bank’s operations. The Board of Directors of the Bank has concluded that it is in the best interests of the Bank, the Company and their prospective shareholders to establish a working environment for the Officer which minimizes the personal distractions that might result from possible business combinations in which the Company or the Bank might be involved following the Conversion. To this end, the Bank has decided to provide the Officer with assurance that his compensation will be continued for a minimum period of two (2) years following termination of employment (the “Assurance Period”) if his employment terminates under specified circumstances related to a business combination. The Board of Directors of the Bank has decided to formalize this assurance by entering into this Change of Control Agreement with the Officer. The Board of Directors of the Company has authorized the Company to guarantee the Bank’s obligations under this Agreement. The terms and conditions which the Bank, the Company and the Officer have agreed to are as follows.
INTRODUCTORY STATEMENT. All capitalized terms not otherwise defined in this Amendment are used herein as defined in the Credit Agreement.
