LIST OF EXHIBITS AND SCHEDULES. Exhibits
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Note
LIST OF EXHIBITS AND SCHEDULES. Exhibit A: Plan Summary Term Sheet Exhibit B: Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield Agreement Exhibit C-2: Pershing Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Assets Exhibit F: Form of Approval Order Exhibit G: Form of Warrant Agreement Exhibit H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: Form of REIT Opinion Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: Form of Non-Control Agreement Exhibit N: Certain REIT Investors Schedule I: GGO and GGP Pro Rata Shares 2006 Bank Loan 56 Act 40 Additional Financing 46 Additional Sales Period 56 Adequate Reserves 23 Affiliate 57 Agreement 1 Anticipated Debt Paydowns 46 Approval Motion 29 Approval Order 29 Asset Sales 47 Backstop Commitment 7 Backstop Consideration 8 Bankruptcy Cases 1 Bankruptcy Code 1 Bankruptcy Court 1 Blue Sky 40 Brookfield Agreement 2 Brookfield Backstop Commitment 7 Brookfield Consortium Member 57 Brookfield Investor 2 Business Day 57 Capital Raising Activities 57 Cash Equivalents 57 Change of Control 57 Chapter 11 1 Claims 58 Closing 3 Closing Date 4 Closing Date Net Debt 58 Closing Date Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 58 Closing Restraint 55 Code 17 Common Stock 1 Company 1 Company Benefit Plan 59 Company Board 59 Company Disclosure Letter 9 Company Ground Lease Property 21 Company Mortgage Loan 22 Company Option Plans 10 Company Properties 19 Company Property 19 Company Property Lease 21 Company Rights Offering 4 Company SEC Reports 14 Competing Transaction 59 Conclusive Net Debt Adjustment Statement 59 Confirmation Order 43 Confirmed Debtors 67 Contract 60 Conversion Shares 60 Corporate Level Debt 60 Debt 60 Debtors 1 Designation Conditions 3 DIP Loan 60 Disclosure Statement 60 Disclosure Statement Order 43 Dispute Notice 38 Disputed Items 38 Effective Date 3 Eligible Holder 6 Encumbrances 19 Environmental Laws 16 Equity Exchange 1 Equity Securities 11 ERISA 60 ERISA Affiliate 17 Essential Assets 60 Excess Surplus Amount 61 Exchangeable Notes 61 Excluded Claims 61 Excluded Non-US Plans 17 Expiration Time 7 Fairholme 62 Foreign Plan 17 Fully Diluted Basis 62 GAAP 62 GGO 2 GGO Backstop Limit 7 GGO Common Share Amount 62 GGO Common Stock 5 GGO Minimum Allocation Right 7 GGO Note Amount 62 GGO Per Share Purchase Price 6 GGO Pro Rata Share 63 GGO Promissory Note 63 GGO Purchase Price 63 GGO Representative 5 GGO Rights Offering 6 GGO Rights Offering Shares 6 G...
LIST OF EXHIBITS AND SCHEDULES. EXHIBITS
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Assignment Exhibit B Form of Borrowing Base Report Exhibit C Form of Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of Notice of Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Perfection Certificate Exhibit H Form of Designated Borrower Request and Assumption Agreement Exhibit I Form of Designated Borrower Notice Exhibit J Form of Rolling Forecast Report Schedule 1.1 Commitments of Lenders Schedule 1.1(b) Account Debtors Schedule 2.2 Existing Letters of Credit Schedule 8.6 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 8.7.1 Collateral Locations Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws Schedule 9.1.20(a)Filing Offices Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material Contracts Schedule 10.1.15Post-Closing Undertakings Schedule 10.2.1(h)Debt Schedule 10.2.2 Liens Schedule 10.2.4 Investments Schedule 10.2.10Transactions with Affiliates THIS LOAN AND SECURITY AGREEMENT is dated as of June 29, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CSI COMPRESSCO LP, a Delaware limited partnership (the “Company”), CSI COMPRESSCO SUB INC., a Delaware corporation (“Sub Inc.”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company, (“Operating LLC” and collectively, with the Company and Sub Inc. the “Borrowers”), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as Lenders, BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.
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 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 - Legal Description Exhibit B - Due Diligence Documents to be Delivered by Seller Exhibit C - Form of Tenant Estoppel Certificate Exhibit D - Permitted Exceptions Exhibit E - Lease Schedule Exhibit F - Form of Special Warranty Deed Exhibit G - Form of General Assignment and Xxxx of Sale Exhibit H - Form of Notice Letter to Tenants Exhibit I - Form of Non-Foreign Entity Certificate Exhibit J - Form of Audit Inquiry Letter Exhibit K - List of Contracts Exhibit L - List of Leasing Commission Agreements THAT PORTION OF LOT 3 OF THE X. XXXXXX TRACT, IN THE RANCHO SAN ANTONIO, IN THE CITY OF XXXX GARDENS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 7 PAGE 249 OF DEEDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID LOT, SOUTH 82 3/4 DEGREES EAST, TO ITS INTERSECTION WITH THE WESTERLY LINE OF EASTERN AVENUE, AS DESCRIBED IN THE FINAL DECREE OF CONDEMNATION, ENTERED SEPTEMBER 15, 1937 IN LOS ANGELES COUNTY SUPERIOR COURT, CASE NO. 408946, A CERTIFIED COPY THEREOF WAS RECORDED SEPTEMBER 15, 1937 IN BOOK 15179 PAGE 171 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERN AVENUE TO ITS INTERSECTION WITH THE NORTHERLY LINE OF THE RIGHT OF WAY OF THE ANAHEIM AND SANTA XXX XXXXXX OF THE SOUTHERN PACIFIC RAILROAD; THENCE WESTERLY ALONG SAID NORTHERLY LINE ON 0 DEGREES 30 MINUTES CURVE, CONCAVE TO THE SOUTH TO THE SOUTHEAST CORNER OF THE 12 ACRE TRACT OF LAND CONVEYED TO XXXX XXXXXX, BY DEED RECORDED IN BOOK 759 PAGE 51 OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID XXX 00 XXXX XXXXX, XXXXX 00° 00 MINUTES EAST 7.42 CHAINS TO THE NORTHEAST CORNER THEREOF, BEING A POINT DISTANT SOUTHERLY 20 FEET, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID 12 ACRE TRACT AND PARALLEL WITH THE NORTHERLY LINE OF SAID LOT, NORTH 81 DEGREES 45 MINUTES WEST 13.60 CHAINS TO THE XXXXXXXXX XXXXXX XX XXXX 00 XXXX XXXXX AND THE EASTERLY LINE OF THE COMPTON AND JABONERIA ROAD JOINING SAID LOT 3 ON THE WEST; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID ROAD TO BEGINNING. EXCEPT ANY PORTION OF SAID LAND WITHIN THE LINES OF XXXXX STREET, SIXTY FEET WIDE. ALSO EXCEPT TO GRANTOR ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND BELOW A DEPTH OF 500 FEET WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY ATLANTIC RICHFIELD COMPANY, FORMERLY THE ATLANTIC REFINING COMPANY, SUCCESSOR BY MERGER TO R...
LIST OF EXHIBITS AND SCHEDULES. Exhibits:
LIST OF EXHIBITS AND SCHEDULES. EXHIBIT Al: Real Property Legal Description EXHIBIT A2: Project Site Plan EXHIBIT A3: Premises Floor Plan EXHIBIT B: Memorandum of Commencement of Lease Term EXHIBIT C: Work Letter EXHIBIT D Signage Exhibit EXHIBIT E SNDA EXHIBIT F Rules and Regulations EXHIBIT G Form of Estoppel Certificate EXHIBIT H Continuing Guaranty of Lease 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 AGREES 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 Sunnyvale, California, as of the date set forth in the Summary. NORTH XXXX OFFICE LLC, c/o Rockwood Capital a Delaware limited liability company Xxx Xxxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 By: NorthRock Core Fund, L.P., Attention: Crossroads Project Asset a Delaware limited partnership Manager or Xxxxx Xxxx its Sole Member With a copy to: By: NorthRock General Partner, LLC, a Delaware limited liability company North Xxxx Office LLC its General Partner c/o Rockwood Capital 00 Xxxx Xxxxxx, 00xx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx 00000 Attention: Real Estate Counsel or Xxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Its: Managing Member GOOD TECHNOLOGY, INC., 000 Xxxxxxx Xxxxxx Xxxxxxx, Xxxxx 000 a Delaware corporation Xxxxxxx Xxxx, Xxxxxxxxxx 00000 Attention: [Legal Dept.] By: /s/ Xxxxx Russian Name: Xxxxx Russian Its: CFO By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Its: VP Finance Real property in the City of Sunnyvale, County of Santa Xxxxx, State of California, described as follows: PARCEL 3, SO DESIGNATED AND DELINEATED ON THE PARCEL MAP RECORDED NOVEMBER 30, 1988 IN BOOK 593 OF MAPS, PAGES 44 AND 45, SANTA XXXXX COUNTY RECORDS. APN: 000-00-000 THIS COMMENCEMENT MEMORANDUM (the “Memorandum”), made as of , by and between North Xxxx Office LLC, a Delaware limited liability company (“Landlord”), and Good Technology, Inc., a Delaware corporation (“Tenant”).
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Term A/B Note Exhibit B Assignment and Acceptance Exhibit C LIBOR Notice Exhibit D Compliance Certificate Exhibit E Joinder Agreement Schedule 1.1A Lender Term A Loan Amounts Schedule 1.1B Lender Term B Loan Amounts Schedule 8.1.1 Business Locations Schedule 8.1.4 Names and Capital Structure Schedule 8.1.5 Corporate Names; Locations Schedule 8.1.8 Surety Obligations Schedule 8.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.14 Environmental Matters Schedule 8.1.15 Restrictive Agreements Schedule 8.1.16 Litigation Schedule 8.1.18 Pension Plans Schedule 8.1.20 Labor Contracts Schedule 8.1.27 Insurance Schedule 8.1.29 Material Contracts Schedule 9.2.1 Existing Indebtedness Schedule 9.2.2 Existing Liens Schedule 9.2.5 Investments Schedule 9.2.17 Existing Affiliate Transactions THIS TERM LOAN AGREEMENT (this “Agreement”) is dated as of October 19, 2011 among KELLWOOD COMPANY, a Delaware corporation (“Borrower Representative” or “Parent”) and its Domestic Subsidiaries from time to time a party hereto (each a “Borrower” and collectively with Borrower Representative, “Borrowers”), other Obligors (as defined below) party hereto, the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”) and Cerberus Business Finance, LLC, solely in its capacity as collateral agent for each Lender (the “Collateral Agent”).
