LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.2.1(a) Form of Escrow Agreement Exhibit 2.2.1(b) Form of Escrow Note Exhibit 2.2.2 Form of Employee Retention Escrow Agreement Exhibit 6.7 Form of Public Announcement Exhibit 6.8(a) Forms of Employment Agreement Exhibit 7.2.7 Form of Non-Competition and Non-Solicitation Agreement Exhibit 7.2.10 Form of Opinion of Counsel Company Disclosure Schedule Schedule 2.1 Pro Forma Calculations Schedule 2.3(c) Preliminary Closing Balance Sheet Schedule 4.3 Required Consents Schedule 4.6 Tax Returns Schedule 7.2.6 Certain Employees Schedule 7.2.8 List of Agreements to be Terminated Schedule 7.2.9 List of Agreements to be Amended INDEX OF DEFINED TERMS Accounting Arbitrator 8 Acquisition Proposal 39 affiliate 56 Agreement 1 Appraisal Shares 5 Articles of Merger 1 Average Share Price 5 Balance Sheet Date 14 Base Cash Amount 3 business day 56 Certificate 3 Change of Recommendation 39 Closing 1 Closing Balance Sheet 9 Closing Date 1 Closing Date NWC 8 Closing Share Price 4 Code 11 Collection and Use 28 Company 1 Company Common Shares 2 Company Disclosure Schedule 11 Company Intellectual Property 26 Company Lease 19 Company Licensed Intellectual Property 26 Company Material Adverse Effect 11 Company Options 3 Company Options 12 Company Owned Intellectual Property 26 Company Preferred Shares 12 Company Securities 12 Company Shareholder Approval 30 Company Shares 2 Consents 14 Conversion Payment 2 Counter Proposed Closing Balance Sheet 8 Customer Information 28 Debt 7 Determination Materials 8 Disbursing Agent 9 Effective Time 1 Employee Retention Escrow 6 Employee Retention Escrow Agreement 6 Employee Retention Pool Amount 6 Environmental Law 21 Environmental Permits 20 ERISA 18 Escrow Agreement 6 Escrow Agreements 6 Escrow Amount 6 Escrow Amounts 6 Escrow Note 6 Excluded License 29 Expenses 4 FICA Allocation 46 Final Closing Date NWC 8 Financial Statements 14 GAAP 14 Government Contracts 32 Governmental Entity 14 Gross Distributable Cash Amount 4 Gross Distributable Contingent Consideration 4 Gross Distributable Stock Consideration 4 Hazardous Material 20 Hazardous Materials Activities 20 Incentive Plans 12 include 56 includes 56 including 56 Indemnifiable Amounts 51 Indemnified Parties 43 Indemnified Persons 59 Indemnifying Party 51 Initial Bonus Allocation 46 In-Licenses 26 Intellectual Property 25 Intellectual Property Rights 26 Interim Balance Sheet Date 14 IRS 19 know 56 knowledge of 56 Letter of Transmittal 10 Liabilities 16 Liability 16 Major Shareholders ...
LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 Names and Capital Structure Schedule 9.1.21 Labor Contracts Schedule 10.2.1 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).
LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A: Real Property Legal Description, Project Site Plan and Premises Floor Plan EXHIBIT B: Memorandum of Commencement of Lease Term and Schedule of Base Rent EXHIBIT C Work Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D Signage Exhibit CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. EXHIBIT E SNDA EXHIBIT F: Estoppel Certificate EXHIBIT G: Rules and Regulations EXHIBIT H: Telecommunications Equipment SCHEDULE 1: Charging Stations Site Plan SCHEDULE 2: Tri-Party Agreement LANDLORD AND TENANT EACH HAS CAREFULLY READ AND HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LEGAL COUNSEL OF ITS OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. Executed at Palo Alto, California, as of the reference date. (Signatures continued on next page) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. LANDLORD: ADDRESS: 395 PAGE MILL LLC, a Delaware limited liability company c/o Xxx Xxxx Company By: /s/ Xxxxxxx X. Xxxxxxxx Four Embarcadero Center, Name: Xxxxxxx X. Xxxxxxxx Suite 3620 (Type or Print Name) Xxx Xxxxxxxxx, XX 00000 Title: Vice President ADDRESS: TENANT: (Before Commencement Date) CLOUDERA, INC., 0000 Xxxx Xxxx Xxxx a Delaware corporation Building 2 By: /s/ Xxx Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Name: Xxx Xxxxxxxx Attention: Xxx Xxxxxxxx (Type or Print Name) Title: CFO With a copy to: 0000 Xxxx Xxxx Xxxx Xxxxxxxx 0 Xxxx Xxxx, Xxxxxxxxxx 00000 Attention: Xxxxx Xxxxxxx (After Commencement Date) 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxx Xxxxxxxx With a copy to: 000 Xxxx Xxxx Xxxx Xxxx Xxxx, Xxxxxxxxxx 00000 Attn: Xxxxx Xxxxxxx CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE O...
LIST OF EXHIBITS AND SCHEDULES. Exhibits
LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A-1 Form of Class A-1 Certificate EXHIBIT A-2 Form of Class A-2 Certificate EXHIBIT A-3 Form of Class A-2F Certificate EXHIBIT A-4 Form of Class X Certificate EXHIBIT A-5 Form of Class B Certificate EXHIBIT A-6 Form of Class C Certificate EXHIBIT A-7 Form of Class D Certificate EXHIBIT A-8 Form of Class E Certificate EXHIBIT A-9 Form of Class F Certificate EXHIBIT A-10 Form of Class G Certificate EXHIBIT A-11 Form of Class H Certificate EXHIBIT A-12 Form of Class J Certificate EXHIBIT A-13 Form of Class K Certificate EXHIBIT A-14 Form of Class L Certificate EXHIBIT A-15 Form of Class M Certificate EXHIBIT A-16 Form of Class N Certificate EXHIBIT A-17 Form of Class O Certificate EXHIBIT A-18 Form of Class P Certificate EXHIBIT A-19 Form of Class R-I Certificate EXHIBIT A-20 Form of Class R-II Certificate EXHIBIT A-21 Form of Class V Certificate EXHIBIT A-22 Form of Class R-IIU Certificate EXHIBIT A-23 Form of Class R-III Certificate EXHIBIT B Form of Investment Representation Letter EXHIBIT C-1 Form of Transfer Affidavit and Agreement Pursuant to Section 5.02(d)(i)(B) EXHIBIT C-2 Form of Transferor Certificate Pursuant to Section 5.02(d)(i)(D) EXHIBIT D Request for Release EXHIBIT E Form of REO Status Report EXHIBIT F Form of ERISA Representation Letter EXHIBIT G Form of Interim Custodial Certification EXHIBIT H Form of Final Custodial Certification EXHIBIT I Form of Operating Statement Analysis Report EXHIBIT J Form of Servicer Watch List EXHIBIT K Form of NOI Adjustment Worksheet EXHIBIT L Environmental Policy EXHIBIT M Request for Review EXHIBIT N Form of CMSA Property File EXHIBIT O Form of CMSA Financial File EXHIBIT P Form of Comparative Financial Status Report EXHIBIT Q Form of Loan Periodic Update File EXHIBIT R Form of Historical Modification Report EXHIBIT S Form of Historical Liquidation Report EXHIBIT T Form of CMSA Loan Set Up File EXHIBIT U Form of Delinquent Loan Status Report SCHEDULE I Mortgage Loan Schedule SCHEDULE II Bank of America, N.A. Sub-Servicing Agreements in Effect as of the Closing Date SCHEDULE III Schedule of Exceptions under Section 2.02(a) SCHEDULE 5 Exception to Section 2.05(c)(v) SCHEDULE 6 Exception to Section 2.05(c)(vi) SCHEDULE 13 Exception to Section 2.05(c)(xiii) SCHEDULE 14 Exception to Section 2.05(c)(xiv) SCHEDULE 16 Exception to Section 2.05(c)(xvi) SCHEDULE 18 Exception to Section 2.05(c)(xviii) SCHEDULE 23 Exception to Section 2.05(c)(xxiii) SCHEDULE 29 Exception to Section 2.05(c)(xxix) SCHEDULE 39 Exc...
LIST OF EXHIBITS AND SCHEDULES. EXHIBITS
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Compliance Certificate Schedule 1.1 Commitments of Lenders Schedule 1.3 Material Contracts Schedule 7.3 Eligible Real Estate Schedule 8.5 Deposit Accounts Schedule 8.6.1 Collateral Locations Schedule 9.1.4 Names and Capital Structure Schedule 9.1.5 Former Names and Companies Schedule 9.1.6 Real Estate Liens Schedule 9.1.9 Surety Obligations Schedule 9.1.12 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.15 Environmental Matters Schedule 9.1.16 Restrictive Agreements Schedule 9.1.17 Litigation Schedule 9.1.19 Pension Plans Schedule 9.1.21 Labor Contracts Schedule 10.2.1. Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.6 Existing Loans THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is dated as of September 23, 2008, among, COVENANT TRANSPORT, INC., a Tennessee corporation (“CTI”), CTG LEASING COMPANY, a Nevada corporation (“CTGL”), SOUTHERN REFRIGERATED TRANSPORT, XXX.XXX, an Arkansas xxxxxxxxxxxxxxxxxx liability company formerly known as Southern Refrigerated Transport, Inc. (“SRT”), COVENANT ASSET MANAGEMENT, LLC, a Nevada limited liability company formerly known as Covenant Asset Management, Inc. (“CAM”), COVENANT TRANSPORT SOLUTIONS, LLC, a Nevada limited liability company formerly known as Covenant Transport Solutions, Inc. (“CTS”), STAR TRANSPORTATION, XXX.XXX, a Tennessee corporation (“ST”),limited liability company formerly known as Star Transportation, Inc. (“ST”), COVENANT LOGISTICS, INC., a Nevada corporation (“CLI”), LANDAIR TRANSPORT, INC., a Tennessee corporation (“LA Transport”), LANDAIR LOGISTICS, INC., a Tennessee corporation (“LA Logistics”), and LANDAIR LEASING, INC., a Tennessee corporation (“LA Leasing”), AAT CARRIERS, INC., a Tennessee corporation (“AAT”), and each other Person that from time to time becomes a Borrower hereunder (CTI, CTGL, SRT, CAM, CTS, ST, CLI, LA Transport, LA Logistics, LA Leasing, AAT and such other Persons, individually a “Borrower” and collectively, “Borrowers”), COVENANT LOGISTICS GROUP, INC., a Nevada corporation formerly known as Covenant Transportation Group, Inc. and the owner (directly or indirectly) of all of the issued and outstanding capital stock of all Borrowers other than LA Transport, LA Logistics and LA Leasing (“Parent”), TRANSPORT MANAGEMENT SERVICES, LLC, a Tennessee limited liability company (“TMS”), and LANDAIR H...
LIST OF EXHIBITS AND SCHEDULES. Exhibits:
LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 – JPMC Form of Letter of Credit Application Exhibit A-2 – Citibank Form of Letter of Credit Application Exhibit B-1 – JPMC Form of Standard Letter of Credit Exhibit B-2 – Citibank Form of Standard Letter of Credit Exhibit C – Form of Assignment and Acceptance Exhibit D-1 – Form of XX Xxxx Collateral Account Agreement Exhibit D-2 – Form of Revolving Loan Cash Collateral Account Agreement Exhibit E – Summary of Terms and Conditions for Backstop Facility Term Loans Schedule 1 – Lenders’ Commitment Amount Schedule 2 – Litigation Schedule 3 – List of Continuing Letters of Credit SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 31, 2005, among DYNEGY HOLDINGS INC., a Delaware corporation (the “Borrower”), DYNEGY INC. (the “Parent Guarantor”), the SUBSIDIARY GUARANTORS party hereto (the “Guarantors”), CITIBANK, N.A. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as an issuer of the Letters of Credit under this Agreement (in such capacity, together with its successors in such capacity, each an “Issuing Bank”), CITICORP USA, INC. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as a co-administrative agent for the Issuing Banks and the LC Lenders (in such capacity, together with its successors in such capacity, each a “Co-Administrative Agent”), CITICORP USA, INC., in its capacity as administrative agent for the Revolving Loan Lenders (in such capacity, together with its successors in such capacity, the “Revolving Loan Administrative Agent” and collectively with the Co-Administrative Agents, the “Administrative Agents”), CITIGROUP GLOBAL MARKETS, INC., and X.X. XXXXXX SECURITIES, INC., each in its respective capacities as co-arrangers of the Letter of Credit facility described herein (in such capacity, together with its successors in such capacity, each a “Co-Arranger”), CITIGROUP GLOBAL MARKETS, INC., in its capacity as the sole arranger of the Revolving Loan facility described herein (in such capacity, together with its successors in such capacity, the “Revolving Loan Sole Arranger” and collectively with the Co-Arrangers, the “Arrangers”), CITICORP USA, INC., in its capacity as payment agent for the Issuing Banks and the Lenders (in such capacity, together with its successors in such capacity, the “Payment Agent”), JPMORGAN CHASE BANK, N.A., in its capacity as collateral agent for the LC Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “LC Collater...
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Note Exhibit B Form of Class A and Class B Warrants Exhibit C Escrow Agreement Exhibit D Merger Documents Exhibit E Super 8-K Exhibit F Form of Security Agreement Exhibit G Form of Guaranty Exhibit H Form of Legal Opinion Exhibit I Form of Audit Opinion Exhibit J Form of Lockup Agreement Schedule 1 List of Subscribers Schedule 5(a) Subsidiaries Schedule 5(d) Capitalization and Additional Issuances Schedule 5(o) Undisclosed Liabilities Schedule 5(w) Transfer Agent Schedule 9(e) Use of Proceeds Schedule 9(l) Intellectual Property Schedule 9(p)(iv) Transactions with Principals Schedule 9(x) Lockup Providers Schedule 12(a) Excepted Issuances and Garden State Offering SCHEDULE 1 SUBSCRIBER AND ADDRESS PRINCIPAL AMOUNT CLASS A WARRANT CLASS B WARRANT ALPHA CAPITAL ANSTALT Pradafant 7 9490 Furstentums Vaduz, Lichtenstein Fax: 000-00-00000000 $500,000.00 1,250,000 1,250,000 ADVENTURE VENTURES LLC 0 Xxxxxxxxx Xxxx Spring Valley, NY 10977 Fax: (000) 000-0000 $125,000.00 312,500 312,500 OSHER CAPITAL PARTNERS LLC 0 Xxxxxxxxx Xxxx Spring Valley, NY 10977 Fax: (000) 000-0000 $125,000.00 312,500 312,500 WHALEHAVEN CAPITAL FUND LIMITED 000 Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxx, X.X. 00000 Fax: (000) 000-0000 $500,000.00 1,250,000 1,250,000 FLM HOLDINGS LLC 8 Hop Xxxxx Xxxx Xxxxxxx, Xxx Xxxxxx 00000 $506,488.89 represented by the surrender of Debentures consisting of $500,000 of principal amount and $6,488.89 accrued principal FJD HOLDINGS LLC 0000 Xxxxxxxxx Xxxxx Lakeland, FL 33801 Attn: Xxxxx X’Xxxxxxxx Tax ID#: 00-0000000 $250,000.00 625,000 625,000 BRIO CAPITAL L.P. 000 X. 00xx Xxxxxx – Suite South 33C New York, NY 10016 Attn: Xxxxx Xxxxxx Fax: (000) 000-0000 $150,000.00 375,000 375,000 XXXXXX XXXX Rampartners SA 00 Xxxx., Xxxxxxx-Xxxxx Xxxxxx, Xxxxxxxxxxx 0000 Fax: +00-00-000-0000 $100,000.00 250,000 250,000 XXXXXXX XXXXXXXXXX HOLDINGS LLC 0000 Xxxxx Xxxx, Xxx. 000 Xxxxx Xxxxxx, XX 00000 Fax: (000) 000-0000 $150,000.00 375,000 375,000 BRISTOL INVESTMENT FUND, LTD. c/o Bristol Capital Advisors, LLC 0000 X. Xxxxxx Xxxx., Xxxxx 0000 Xxxxxxxxx, XX 00000 Attn: Xxx Xxxx, Esq. Fax: (000) 000-0000 $280,000.00 875,000 875,000 BRISTOL CAPITAL ADVISORS PROFIT SHARING PLAN c/o Bristol Capital Advisors, LLC 0000 X. Xxxxxx Xxxx., Xxxxx 0000 Xxxxxxxxx, XX 00000 Attn: Xxx Xxxx, Esq. Fax: (000) 000-0000 $40,000.00 100,000 100,000 BRISTOL CAPITAL, LLC c/o Bristol Capital Advisors, LLC 0000 X. Xxxxxx Xxxx., Xxxxx 0000 Xxxxxxxxx, XX 00000 Attn: Xxx Xxxx, Esq. Fax: (000) 000-0...
