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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENT, dated as of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and The Xxxxxxxxx Xxxx, a series of Fairholme Funds, Inc., a Maryland corporation (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, (each, together with its permitted nominees and assigns, a “Purchaser”).
Appears in 2 contracts
Samples: Stock Purchase Agreement (General Growth Properties Inc), Stock Purchase Agreement (Pershing Square Capital Management, L.P.)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A: Plan Summary Term Sheet A Form of Note Exhibit B: Post-Bankruptcy GGP Corporate Structure B Form of Class A Warrants Exhibit C-1: Brookfield C Escrow Agreement Exhibit C-2: Pershing D Form of Legal Opinion Exhibit E1 Form of Lockup Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Assets Exhibit F: E2 and E3 Form of Approval Order Employee Lockup Agreement Schedule 1 List of Subscribers Schedule 5(a) Subsidiaries Schedule 5(d) Capitalization and Additional Issuances Schedule 5(h) Litigation Schedule 5(k) Solvency Schedule 5(l) Defaults Schedule 5(o) Undisclosed Liabilities Schedule 5(w) Transfer Agent Schedule 8 Fees Schedule 9(e) Use of Proceeds Schedule 9(p)(v) Negative Covenants Schedule 9(l) Intellectual Property Schedule 9(v) Lockup Providers Schedule 11.1 Securities to be Registered Schedule 12(a) Excepted Issuances Exhibit G: A 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 Convertible Promissory Note 63 GGO Purchase Price 63 GGO Representative 5 GGO Rights Offering 6 GGO Rights Offering Shares 6 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENTNEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, dated as of March 31AS AMENDED, 2010 OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (this “Agreement”I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER, AT THE COMPANY’S EXPENSE), by and between General Growth PropertiesIN A GENERALLY ACCEPTABLE FORM, Inc.THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. FOR VALUE RECEIVED, ATTITUDE DRINKS, INC., a Delaware corporation (hereinafter called “GGPBorrower”), and The Xxxxxxxxx Xxxxhereby promises to pay to the order of (the “Holder”), a series address at, without demand, the sum of Fairholme Funds, Inc., a Maryland corporation up to __________ ($______.00) (“The Xxxxxxxxx XxxxPrincipal Amount”), with interest accruing thereon, on July 15, 2012 (the “Maturity Date”), if not sooner paid or modified as permitted herein. This Note has been entered into pursuant to the terms of a subscription agreement by and among the Borrower, the Holder and certain other holders (the “Other Holders”) and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, convertible promissory notes (each, together with its permitted nominees and assigns, a the “PurchaserOther Notes”)., dated of even date herewith (the “Subscription Agreement”) for an aggregate Principal Amount of up to $400,000. Unless otherwise separately defined herein, each capitalized term used in this Note shall have the same meaning as set forth in the Subscription Agreement. The following terms shall apply to this Note:
Appears in 2 contracts
Samples: Subscription Agreement (Attitude Drinks Inc.), Subscription Agreement (Attitude Drinks Inc.)
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: 2.1 Form of Approval Order Revolving Credit Note Exhibit G: 2.3 Form of Warrant Agreement Term Loan Note Exhibit H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: 3.11 Form of REIT Opinion U.S. Tax Compliance Certificate Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: 9.1.3 Form of Non-Control Agreement Compliance Certificate Exhibit N: Certain REIT Investors 9.1.4 Form of Borrowing Base Certificate Exhibit 13.5 Form of Assignment and Acceptance Schedule I: GGO 1 Commitment Schedule Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Lenders Schedule 6.1 Commercial Tort Claims Schedule 7.1.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 Capital Structure Schedule 8.1.5 Names; Organization Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 Patents, Trademarks, Copyrights 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 Licenses Schedule 8.1.16 Environmental Schedule 8.1.17 Contracts Restricting Right to Incur Debts Schedule 8.1.18 Litigation Schedule 8.1.20 Pension 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Schedule 8.1.22 Labor Relations Schedule 8.1.23 Leases Schedule 9.2.2 Existing Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection 9.2.4 Existing Liens Schedule 9.2.10 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENTTHIS LOAN, dated as of March 31, 2010 SECURITY AND GUARANTY AGREEMENT (this “Agreement”)) is made as of August 5, 2020, by and between General Growth Propertiesamong PNC Bank, National Association (successor to BBVA USA) (“PNC”), individually as a Lender, as administrative agent (in such capacity, “Administrative Agent”) for itself and any other financial institution which is or becomes a party hereto as a lender (each such financial institution, including PNC, is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), and as collateral agent (in such capacity, “Collateral Agent”) for the Lenders, Quest Resource Management Group, LLC, a Delaware limited liability company (“Quest”), Landfill Diversion Innovations, L.L.C., a Delaware limited liability company (“Landfill”), Sustainable Solutions Group, LLC, a Delaware limited liability company (“SSG”), RWS Facility Services, LLC a Delaware limited liability company (“RWS”, and together with Quest, Landfill, RWS, SSG and each hereafter arising Subsidiary of any Borrower and each other Person joined hereto as a “Borrower”, individually a “Borrower” and collectively “Borrowers”), and each of Quest Resource Holding Corporation, a Nevada corporation (“Holdings”), and Quest Sustainability Services, Inc., a Delaware corporation (F/K/A Earth911, Inc.) (“GGPParent”), Youchange, Inc., an Arizona corporation (“Youchange”), Quest Vertigent Corporation, a Nevada corporation (“Vertigent”), Quest Vertigent One, LLC, a Delaware limited liability company (“Vertigent One”), and The Xxxxxxxxx XxxxGlobal Alerts, LLC, a series of Fairholme Funds, Inc., a Maryland corporation Delaware limited liability company (“The Xxxxxxxxx XxxxGlobal Alerts”) , and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, (each, together with its permitted nominees Holdings, Parent, Youchange, Vertigent and assignsVertigent One, individually a “PurchaserGuarantor” and collectively, “Guarantors”).
Appears in 2 contracts
Samples: Loan, Security and Guaranty Agreement (Quest Resource Holding Corp), Loan, Security and Guaranty Agreement (Quest Resource Holding Corp)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A: Plan Summary Term Sheet A Revolver Note Exhibit B: PostB Assignment and Acceptance Exhibit C Assignment Notice Schedule 1.1 Commitments of Lenders Schedule 1.2 Pre-Bankruptcy GGP Corporate Closing Financial Information Schedule 1.3 Material Contracts Schedule 1.4 Pledged Foreign Subsidiaries Schedule 7.8 Foreign Intellectual Property Filings Schedule 8.5 Deposit Accounts Schedule 8.6.1 Collateral Locations Schedule 9.1.4 Names and Capital 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 9.1.5 Former Names 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 Companies Schedule 9.1.12 Patents, Trademarks, Copyrights 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 Licenses Schedule 9.1.15 Environmental Matters Schedule 9.1.16 Restrictive Agreements Schedule 9.1.17 Litigation Schedule 9.1.19 Pension 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Schedule 9.1.21 Labor Contracts Schedule 9.1.9. Surety Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Schedule 10.2.1 Existing Debt Schedule 38 Proportionally Consolidated 10.2.2 Existing Liens Schedule 10.2.8 Restrictions on Payment of Certain Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase - from Paper Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Sale Schedule 10.2.17 Existing Affiliate Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENT, dated as of March 31, 2010 THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of February 22, 2008, among BOISE CASCADE, L.L.C., a Delaware limited liability company (“Boise Cascade”), by BOISE BUILDING SOLUTIONS DISTRIBUTION, L.L.C., a Delaware limited liability company (“Boise Distribution”) and between General Growth PropertiesBOISE BUILDING SOLUTIONS MANUFACTURING, Inc.L.L.C., a Delaware limited liability company (“Boise Manufacturing”, and together with Boise Cascade and Boise Distribution, collectively, “Borrowers”), BOISE BUILDING SOLUTIONS MANUFACTURING HOLDINGS CORP., a Delaware corporation (“GGPBoise Manufacturing Holding”), BC CHILE INVESTMENT CORPORATION, a Delaware corporation (“BC Chile Investment”), and The Xxxxxxxxx XxxxBC BRAZIL INVESTMENT CORPORATION, a series of Fairholme Funds, Inc., a Maryland Delaware corporation (“The Xxxxxxxxx XxxxBC Brazil Investment”, and together with Boise Manufacturing Holding and BC Chile Investment], collectively, “Initial Guarantors”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”) and Fairholme Focused Income FundBANK OF AMERICA, N.A., a series of Fairholme Fundsnational banking association, Inc.as agent for Lenders (in such capacity, a Maryland corporation, (each, together with its permitted nominees and assigns, a “PurchaserAgent”).
Appears in 2 contracts
Samples: Loan and Security Agreement (Boise Cascade Holdings, L.L.C.), Loan and Security Agreement (Boise Cascade Holdings, L.L.C.)
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 EXHIBIT A — LEGAL DESCRIPTION OF PROJECT SCHEDULE 1.1(A) — VALUATION AMOUNTS SCHEDULE 1.1(B) — PROJECT INFORMATION SCHEDULE 1.1(C) — LIST OF SITE ASSESSMENTS SCHEDULE 2.1 — ADVANCE CONDITIONS SCHEDULE 4.1 — ORGANIZATIONAL MATTERS SCHEDULE 4.1(A) — BORROWER’S ORGANIZATIONAL STRUCTURE SCHEDULE 4.6 — ZONING REPORTS AND PROPERTY CONDITION REPORTS SCHEDULE 8.15 — IMMEDIATE REPAIRS Affiliate 57 1 Agreement 1 Anticipated Debt Paydowns 46 Approval Motion 29 Approval Order 29 Asset Sales 47 Backstop Commitment 7 Backstop Consideration 8 Anti-Money Laundering Laws 1 Assignment of Rents and Leases 1 Bank Secrecy Act 2 Bankruptcy Cases Party 30 Borrower 1 Bankruptcy Code 1 Bankruptcy Court 1 Blue Sky 40 Brookfield Agreement Borrower Party 2 Brookfield Backstop Commitment 7 Brookfield Consortium Member 57 Brookfield Investor Budget 2 Business Day 57 Capital Raising Activities 57 2 Cash Equivalents 57 Change of Control 57 Chapter 11 1 Claims 58 Closing 3 on Cash Return 2 Closing Date 4 Closing Date Net 2 Collateral 2 Contract Rate 2, 8 Debt 58 Closing Date Net 2 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 Service 2 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 Service Coverage 3 DIP Loan 60 Disclosure Statement 60 Disclosure Statement Order 43 Dispute Notice 38 Disputed Items 38 Effective Date Default Rate 3 Eligible Holder 6 Encumbrances 19 Environmental Laws 3 ERISA 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Eurodollar Business Day 4 Event of Default 3 Financial Institution 3 Guarantors 3 Guaranty 3 Hazardous Materials 16 Xxxxxx 3 IEEPA 29 Interest Holder 3, 24 Joinder Party 3 Lender 1 Libor Rate 3 Lien 4 Loan 4 Loan Documents 4 Loan Year 4 Lockout Period 9 Maturity Date 4 Mortgage 4 Net Cash Flow 4 Note 5 OFAC 5 Operating Expenses 5 Operating Revenues 5 Patriot Act 5 Person 5 Potential Default 5 Prepayment Premium Period 9 Project 5 Restoration Threshold 6 Single Purpose Entity 6 Site Assessment 6 Specially Designated National and Blocked Persons 6 Standard Adjustments 6 Transfer 6, 23 TWEA 29 U.S. Person 7 UCC 7 Underwritten NOI 7 Underwritten Operating Expenses 7 Underwritten Operating Revenues 7 This Loan Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENT, dated as of March 31, 2010 (this “Agreement”)) is entered into as of October 16, by and 2007 between General Growth Properties, Inc.GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GGPLender”), and The Xxxxxxxxx XxxxESP SEVEN SUBSIDIARY LLC, a series of Fairholme Funds, Inc., a Maryland corporation Delaware limited liability company (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, (each, together with its permitted nominees and assigns, a “PurchaserBorrower”).
Appears in 2 contracts
Samples: Loan Agreement (Extra Space Storage Inc.), Loan Agreement (Extra Space Storage Inc.)
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 Fairholme 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 IExhibit O: GGO and GGP Pro Rata Shares Form of Tax Matters Agreement 2006 Bank Loan 56 Act 40 79 Additional Financing 46 66 Additional Sales Period 56 79 Adequate Reserves 23 30 Adjusted CDND 52 Affiliate 57 79 Agreement 1 Amended and Restated Agreement 1 Anticipated Debt Paydowns 46 66 Approval Motion 29 36 Approval Order 29 36 Asset Sales 47 66 Backstop Commitment Investors 58 Backstop Shares 7 Backstop Consideration 8 Bankruptcy Cases 1 Bankruptcy Code 1 Bankruptcy Court 1 Blue Sky 40 Blackstone 98 Blackstone Assigned Securities 98 Blackstone Assigned Shares 98 Blackstone Assigned Warrants 98 Blackstone Purchase Price 99 Brazilian Entities 80 Bridge Note Amount 9 Bridge Note Interest Rate 9 Bridge Note Maturity Date 9 Bridge Notes 9 Bridge Securities 59 Brookfield Agreement 2 Brookfield Backstop Commitment 7 Brookfield Consortium Member 57 80 Brookfield Investor 2 Business Day 57 80 Calculation Date 52 Capital Raising Activities 57 80 Cash Equivalents 57 80 Change of Control 57 80 Chapter 11 1 Claims 58 81 Clawback Fee 81 Clawback Percentage 6 Clawback Shares 6 Closing 3 5 Closing Date 4 5 Closing Date Net Debt 58 81 Closing Date Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 58 82 Closing Restraint 55 Xxxxxxxxx 00 XXXX 00 CNDAS Dispute Notice 50 CNDAS Disputed Items 50 Code 17 22 Common Stock 1 Company 1 2 Company Benefit Plan 59 82 Company Board 59 82 Company Disclosure Letter 9 13 Company Ground Lease Property 21 27 Company Mortgage Loan 22 28 Company Option Plans 10 15 Company Properties 19 25 Company Property 19 25 Company Property Lease 21 27 Company Rights Offering 4 5 Company SEC Reports 14 19 Competing Transaction 59 82 Conclusive Net Debt Adjustment Statement 59 83 Confirmation Order 43 62 Confirmed Debtors 67 92 Contingent and Disputed Debt Claims 83 Contract 60 Conversion Shares 60 83 control 91 Corporate Level Debt 60 83 Dealer Manager 58 Debt 60 84 Debt Cap 66 Debtors 1 Designation Conditions 3 4 DIP Loan 60 84 Disclosure Statement 60 84 Disclosure Statement Order 43 63 Dispute Notice 38 49 Disputed Items 38 50 Domestically Controlled REIT 53 Effective Date 3 Eligible Holder 6 5 Encumbrances 19 25 Environmental Laws 16 22 Equity Exchange 1 2 Equity Securities 11 15 ERISA 60 84 ERISA Affiliate 17 Essential Assets 60 23 Excess Equity Capital Proceeds 8 Excess Surplus Amount 61 84 Exchangeable Notes 61 84 Excluded Claims 61 84 Excluded Non-US Plans 17 Expiration Time 7 23 Fairholme 62 Agreement 3 Fairholme Purchasers 3 Foreign Plan 17 23 Fully Diluted Basis 62 86 Fully Diluted GGO Economic Interest 87 GAAP 62 87 GGO 2 GGO Backstop Limit 7 Agreement 43 GGO Board 43 GGO Common Share Amount 62 87 GGO Common Stock 5 11 GGO Minimum Allocation Right 7 Non-Control Agreement 87 GGO Note Amount 62 87 GGO Per Share Purchase Price 6 13 GGO Pro Rata Share 63 87 GGO Promissory Note 63 88 GGO Purchase Price 63 13 GGO Representative 5 GGO Rights Offering 6 GGO Rights Offering Shares 6 11 GGO Setup Costs 63 88 GGO Share Distribution 6 12 GGO Shares 63 13 GGO Warrants 30 37 GGP 1 Backstop Rights Offering 57 GGP Backstop Rights Offering Amount 58 GGP Pro Rata Shares 63 Share 88 Governmental Entity 63 88 Hazardous Materials 16 22 Xxxxxx Agreement 64 88 Xxxxxx Amount 63 87 Xxxxxx Heirs Obligations 64 89 Identified Assets 5 11 Indebtedness 64 Indemnity Cap 39 89 Initial Investors 2 3 Investment Agreements 2 3 Joint Venture 64 89 Knowledge 64 89 Law 64 89 Liquidity Equity Issuances 64 89 Liquidity Target 65 Material Adverse Effect 65 90 Material Contract 65 91 Material Lease 21 28 Measurement Date 10 15 Most Recent Statement 19 25 MPC Assets 66 MPC Tax Reserve 66 91 MPC Taxes 66 91 Net Debt Excess Amount 66 91 Net Debt Surplus Amount 66 91 New Common Stock 1 2 New Debt 46 65 New DIP Agreement 62 New Warrant Vesting Date 37 New Warrants 30 37 Non-Control Agreement 66 91 Non-Controlling Properties 66 91 NYSE 30 37 Offering Premium 67 92 Operating Partnership 67 92 Original Agreement 1 PBGC 17 23 Per Share Purchase Price 3 Permitted Claims 67 92 Permitted Claims Amount 67 93 Permitted Replacement Shares 67 93 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 25 Person 67 93 Petition Date 1 Plan 1 Plan Debtors 67 92 Plan Summary Term Sheet 1 PMA Claims 67 92 Preliminary Closing Date Net Debt Review Deadline 68 93 Preliminary Closing Date Net Debt Review Period 68 93 Preliminary Closing Date Net Debt Schedule 38 49 Proportionally Consolidated Debt 68 93 Proportionally Consolidated Unrestricted Cash 68 94 Proposed Approval Order 29 36 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 39 PSCM 1 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date Board Designee 43 Purchaser GGO Board Designees 43 Purchaser Group 94 Put Notice 7 Put Option 7 Put Shares 6 Put Termination Notice 8 Refinance Cap 48 69 Reinstated Amounts 46 65 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 94 REIT 24 30 REIT Subsidiary 24 30 Reorganized Company 1 2 Reorganized Company Organizational Documents 36 47 Repurchase Notice 6 Repurchase Shares 6 Reserve 67 93 Reserve Surplus Amount 69 94 Reserved Shares 6 Resolution Period 38 Right 6 49 Rights Agreement 69 94 Rights Offering Election 4 5 Xxxxx Bonds 69 95 Rule 144 41 56 Sales Cap 48 68 SEC 14 19 Securities Act 14 19 Settlement Date 7 Share Cap Number 46 66 Share Equivalent 69 95 Shares 3 Significant Subsidiaries 69 95 SOX 53 Specified Debt 69 Subscription Agent 7 95 Subscription Right 31 39 Subsidiary 69 95 Synthetic Lease Obligation 64 89 Target Net Debt 69 95 Tax Matters Agreement 95 Tax Protection Agreements 69 95 Tax Return 24 30 Taxes 23 30 Termination Date 70 96 Total Unsubscribed Shares 7 Purchase Amount 4 Transactions 70 96 Transfer 56 TRUPS 70 96 U.S. Persons 53 Unrestricted Cash 70 96 Unrestricted Date 40 54 Unsecured Indebtedness 70 96 UPREIT Units 70 96 Warrant Agreement 29 36 Warrants 29 36 AMENDED AND RESTATED STOCK PURCHASE AGREEMENT, dated effective as of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and The Xxxxxxxxx XxxxPershing Square Capital Management, L.P. (“PSCM”), on behalf of Pershing Square, L.P., a series of Fairholme FundsDelaware limited partnership, Inc.Pershing Square II, L.P., a Maryland corporation (“The Xxxxxxxxx Xxxx”) Delaware limited partnership, Pershing Square International, Ltd. a Cayman Islands exempted company and Fairholme Focused Income FundPershing Square International V, Ltd., a series of Fairholme Funds, Inc., a Maryland corporationCayman Islands exempted company, (each, except PSCM, together with its permitted nominees and assigns, a “Purchaser”). On March 31, 2010, GGP and the Purchasers entered into the Stock Purchase Agreement (as subsequently amended on May 3, 2010 and May 7, 2010, the “Original Agreement”) to provide for the terms and conditions for the consummation of the transactions contemplated therein. On August 2, 2010, GGP and the Purchasers entered into the Amended and Restated Stock Purchase Agreement, effective as of March 31, 2010 (as subsequently amended on September 17, 2010, the “Amended and Restated Agreement”) which amended and restated the Original Agreement ab initio in its entirety as set forth therein. Pursuant to Section 13.8 of the Amended and Restated Agreement, the parties thereto wish to amend and restate the Amended and Restated Agreement ab initio in its entirety as set forth herein. References herein to “date of this Agreement” and “date hereof” shall refer to March 31, 2010.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Pershing Square Capital Management, L.P.), Stock Purchase Agreement (General Growth Properties, Inc.)
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 Fairholme 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 76 Additional Financing 46 63 Additional Sales Period 56 77 Adequate Reserves 23 30 Affiliate 57 77 Agreement 1 Anticipated Debt Paydowns 46 63 Approval Motion 29 36 Approval Order 29 36 Asset Sales 47 64 Backstop Commitment Investors 55 Backstop Shares 7 Backstop Consideration 8 Bankruptcy Cases 1 Bankruptcy Code 1 Bankruptcy Court 1 Blue Sky 40 Blackstone 94 Blackstone Assigned Securities 94 Blackstone Assigned Shares 94 Blackstone Assigned Warrants 94 Blackstone Purchase Price 95 Brazilian Entities 77 Bridge Note Amount 9 Bridge Note Interest Rate 9 Bridge Note Maturity Date 9 Bridge Notes 9 Bridge Securities 57 Brookfield Agreement 2 Brookfield Backstop Commitment 7 Brookfield Consortium Member 57 77 Brookfield Investor 2 Business Day 57 77 Capital Raising Activities 57 77 Cash Equivalents 57 77 Change of Control 57 78 Chapter 11 1 Claims 58 78 Clawback Percentage 6 Clawback Shares 6 Closing 3 4 Closing Date 4 5 Closing Date Net Debt 58 78 Closing Date Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 58 79 Closing Restraint 55 Xxxxxxxxx 00 XXXX 00 CNDAS Dispute Notice 50 CNDAS Disputed Items 50 Code 17 22 Common Stock 1 Company 1 2 Company Benefit Plan 59 79 Company Board 59 80 Company Disclosure Letter 9 13 Company Ground Lease Property 21 27 Company Mortgage Loan 22 28 Company Option Plans 10 15 Company Properties 19 24 Company Property 19 24 Company Property Lease 21 27 Company Rights Offering 4 5 Company SEC Reports 14 19 Competing Transaction 59 80 Conclusive Net Debt Adjustment Statement 59 80 Confirmation Order 43 60 Confirmed Debtors 67 89 Contract 60 Conversion Shares 60 80 control 88 Corporate Level Debt 60 80 Dealer Manager 55 Debt 60 80 Debtors 1 Designation Conditions 3 4 DIP Loan 60 81 Disclosure Statement 60 81 Disclosure Statement Order 43 60 Dispute Notice 38 49 Disputed Items 38 49 Effective Date 3 Eligible Holder 6 4 Encumbrances 19 25 Environmental Laws 16 21 Equity Exchange 1 2 Equity Securities 11 15 ERISA 60 81 ERISA Affiliate 17 Essential Assets 60 23 Excess Equity Capital Proceeds 8 Excess Surplus Amount 61 81 Exchangeable Notes 61 81 Excluded Claims 61 81 Excluded Non-US Plans 17 Expiration Time 7 23 Fairholme 62 Agreement 3 Fairholme Purchasers 3 Foreign Plan 17 23 Fully Diluted Basis 62 83 Fully Diluted GGO Economic Interest 83 GAAP 62 84 GGO 2 GGO Backstop Limit 7 Agreement 43 GGO Board 43 GGO Common Share Amount 62 84 GGO Common Stock 5 11 GGO Minimum Allocation Right 7 Non-Control Agreement 84 GGO Note Amount 62 84 GGO Per Share Purchase Price 6 13 GGO Pro Rata Share 63 84 GGO Promissory Note 63 84 GGO Purchase Price 63 13 GGO Representative 5 GGO Rights Offering 6 GGO Rights Offering Shares 6 11 GGO Setup Costs 63 85 GGO Share Distribution 6 12 GGO Shares 63 13 GGO Warrants 30 37 GGP 1 Backstop Rights Offering 55 GGP Backstop Rights Offering Amount 55 GGP Pro Rata Shares 63 Share 85 Governmental Entity 63 85 Hazardous Materials 16 22 Xxxxxx Agreement 64 85 Xxxxxx Amount 63 84 Xxxxxx Heirs Obligations 64 85 Identified Assets 5 11 Indebtedness 64 85 Indemnity Cap 39 51 Initial Investors 2 3 Investment Agreements 2 3 Joint Venture 64 86 Knowledge 64 86 Law 64 86 Liquidity Equity Issuances 64 86 Liquidity Target 62 Material Adverse Effect 65 86 Material Contract 65 87 Material Lease 21 27 Measurement Date 10 15 Most Recent Statement 19 24 MPC Assets 66 MPC Tax Reserve 66 88 MPC Taxes 66 88 Net Debt Excess Amount 66 88 Net Debt Surplus Amount 66 88 New Common Stock 1 New Debt 46 63 New DIP Agreement 60 New Warrant Vesting Date 37 New Warrants 30 36 Non-Control Agreement 66 88 Non-Controlling Properties 66 88 NYSE 30 37 Offering Premium 67 88 Operating Partnership 67 89 Original Agreement 1 PBGC 17 23 Per Share Purchase Price 3 Permitted Claims 67 89 Permitted Claims Amount 67 89 Permitted Replacement Shares 67 89 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 25 Person 67 90 Petition Date 1 Plan 1 Plan Debtors 67 89 Plan Summary Term Sheet 1 PMA Claims 67 89 Preliminary Closing Date Net Debt Review Deadline 68 90 Preliminary Closing Date Net Debt Review Period 68 90 Preliminary Closing Date Net Debt Schedule 38 49 Proportionally Consolidated Debt 68 90 Proportionally Consolidated Unrestricted Cash 68 90 Proposed Approval Order 29 36 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 39 PSCM 1 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date Board Designee 43 Purchaser GGO Board Designees 43 Purchaser Group 91 Put Notice 7 Put Option 7 Put Shares 6 Put Termination Notice 8 Refinance Cap 48 66 Reinstated Amounts 46 63 Reinstatement Adjustment Amount 68 91 Reinstatement Amount 68 91 REIT 24 30 REIT Subsidiary 24 30 Reorganized Company 1 Reorganized Company Organizational Documents 36 47 Repurchase Notice 6 Repurchase Shares 6 Reserve 67 89 Reserve Surplus Amount 69 91 Reserved Shares 6 Resolution Period 38 Right 6 49 Rights Agreement 69 91 Rights Offering Election 4 5 Xxxxx Bonds 69 91 Rule 144 41 53 Sales Cap 48 65 SEC 14 19 Securities Act 14 19 Settlement Date 7 Share Cap Number 46 64 Share Equivalent 69 91 Shares 3 Significant Subsidiaries 69 92 Specified Debt 69 Subscription Agent 7 92 Subscription Right 31 39 Subsidiary 69 92 Synthetic Lease Obligation 64 86 Target Net Debt 69 92 Tax Protection Agreements 69 92 Tax Return 24 30 Taxes 23 30 Termination Date 70 92 Total Unsubscribed Shares 7 Purchase Amount 4 Transactions 70 92 Transfer 54 TRUPS 70 92 Unrestricted Cash 70 93 Unrestricted Date 40 52 Unsecured Indebtedness 70 93 UPREIT Units 70 93 Warrant Agreement 29 36 Warrants 29 36 AMENDED AND RESTATED STOCK PURCHASE AGREEMENT, dated effective as of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and The Xxxxxxxxx XxxxPershing Square Capital Management, L.P. (“PSCM”), on behalf of Pershing Square, L.P., a series of Fairholme FundsDelaware limited partnership, Inc.Pershing Square II, L.P., a Maryland corporation (“The Xxxxxxxxx Xxxx”) Delaware limited partnership, Pershing Square International, Ltd. a Cayman Islands exempted company and Fairholme Focused Income FundPershing Square International V, Ltd., a series of Fairholme Funds, Inc., a Maryland corporationCayman Islands exempted company, (each, except PSCM, together with its permitted nominees and assigns, a “Purchaser”). On March 31, 2010, GGP and Purchasers entered into the Stock Purchase Agreement (as subsequently amended on May 3, 2010 and May 7, 2010, the “Original Agreement”) to provide for the terms and conditions for the consummation of the transactions contemplated herein. Pursuant to Section 13.8 of the Original Agreement, the parties thereto wish to amend and restate the Original Agreement ab initio in its entirety as set forth herein. References herein to “date of this Agreement” and “date hereof” shall refer to March 31, 2010.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Pershing Square Capital Management, L.P.), Stock Purchase Agreement (General Growth Properties Inc)
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 Fairholme 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 59 Act 40 43 Additional Financing 46 49 Additional Sales Period 56 59 Adequate Reserves 23 Affiliate 57 59 Agreement 1 Anticipated Debt Paydowns 46 49 Approval Motion 29 Approval Order 29 Asset Sales 47 49 Backstop Commitment 7 Backstop Consideration 8 Bankruptcy Cases 1 Bankruptcy Code 1 Bankruptcy Court 1 Blue Sky 40 43 Brazilian Entities 59 Brookfield Agreement 2 Brookfield Backstop Commitment 7 Brookfield Consortium Member 57 59 Brookfield Investor 2 Business Day 57 59 Capital Raising Activities 57 59 Cash Equivalents 57 59 Change of Control 57 60 Chapter 11 1 Claims 58 60 Closing 3 4 Closing Date 4 Closing Date Net Debt 58 60 Closing Date Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 58 61 Closing Restraint 55 57 CMPC 6 Code 17 Common Stock 1 Company 1 Company Benefit Plan 59 61 Company Board 59 61 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 62 Conclusive Net Debt Adjustment Statement 59 62 Confirmation Order 43 46 Confirmed Debtors 67 69 Contract 60 62 Conversion Shares 60 62 Corporate Level Debt 60 62 Debt 60 62 Debtors 1 Designation Conditions 3 DIP Loan 60 63 Disclosure Statement 60 63 Disclosure Statement Order 43 46 Dispute Notice 38 40 Disputed Items 38 40 Effective Date 3 4 Eligible Holder 6 Encumbrances 19 Environmental Laws 16 Equity Exchange 1 Equity Securities 11 ERISA 60 63 ERISA Affiliate 17 Essential Assets 60 63 Excess Surplus Amount 61 63 Exchangeable Notes 61 63 Excluded Claims 61 63 Excluded Non-US Plans 17 18 Expiration Time 7 Fairholme 62 Agreement 2 Fairholme Backstop Commitment 8 Fairholme Purchasers 2 Foreign Plan 17 18 Fully Diluted Basis 62 65 GAAP 62 65 GGO 2 GGO Agreement 35 GGO Backstop Limit 7 GGO Board 35 GGO Common Share Amount 62 65 GGO Common Stock 5 GGO Minimum Allocation Right 7 GGO Non-Control Agreement 65 GGO Note Amount 62 65 GGO Per Share Purchase Price 6 7 GGO Pro Rata Share 63 65 GGO Promissory Note 63 65 GGO Purchase Price 63 65 GGO Representative 5 GGO Rights Offering 6 GGO Rights Offering Shares 6 GGO Setup Costs 63 65 GGO Share Distribution 6 GGO Shares 63 66 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Share 66 Governmental Entity 63 66 Hazardous Materials 16 Xxxxxx Agreement 64 66 Xxxxxx Amount 63 65 Xxxxxx Heirs Obligations 64 66 Identified Assets 5 Indebtedness 64 66 Indemnity Cap 39 41 Initial Investors Investor 2 Investment Agreements 2 Joint Venture 64 67 Knowledge 64 67 Law 64 67 Liquidity Equity Issuances 64 67 Liquidity Target 48 Material Adverse Effect 65 67 Material Contract 65 68 Material Lease 21 22 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 68 MPC Tax Reserve 66 68 MPC Taxes 66 68 Net Debt Excess Amount 66 68 Net Debt Surplus Amount 66 69 New Common Stock 1 New Debt 46 48 New Warrants 30 Non-Control Agreement 66 69 Non-Controlling Properties 66 69 NYSE 30 Offering Premium 67 69 Operating Partnership 67 69 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 69 Permitted Claims Amount 67 70 Permitted Replacement Shares 67 70 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 70 Petition Date 1 Plan 1 Plan Debtors 67 69 Plan Summary Term Sheet 1 PMA Claims 67 69 Preliminary Closing Date Net Debt Review Deadline 68 70 Preliminary Closing Date Net Debt Review Period 68 70 Preliminary Closing Date Net Debt Schedule 38 40 Proportionally Consolidated Debt 68 70 Proportionally Consolidated Unrestricted Cash 68 70 Proposed Approval Order 29 Proposed Securities 31 PSCM 1 Purchase Group 68 71 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Board Designees 35 Purchaser GGO Board Designees 35 Purchaser Group Debt Holdings 60 62 Record Date 6 7 Refinance Cap 48 51 Reinstated Amounts 46 48 Reinstatement Adjustment Amount 68 71 Reinstatement Amount 68 71 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 38 Reserve 67 70 Reserve Surplus Amount 69 71 Resolution Period 38 40 Right 6 7 Rights Agreement 69 71 Rights Offering Election 4 Xxxxx Bonds 69 71 Rule 144 41 43 Sales Cap 48 50 SEC 14 Securities Act 14 Share Cap Number 46 49 Share Equivalent 69 71 Shares 3 Significant Subsidiaries 69 71 Specified Debt 69 72 Subscription Agent 7 Subscription Right 31 Subsidiary 69 72 Synthetic Lease Obligation 64 66 Target Net Debt 69 72 Tax Protection Agreements 69 72 Tax Return 24 Taxes 23 24 Termination Date 70 72 Total Unsubscribed Shares 7 8 Transactions 70 72 TRUPS 70 72 Unrestricted Cash 70 72 Unrestricted Date 40 42 Unsecured Indebtedness 70 72 Unsubscribed Shares 7 UPREIT Units 70 73 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENT, dated as of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and The Xxxxxxxxx XxxxPershing Square Capital Management, L.P. (“PSCM”), on behalf of Pershing Square, L.P., a series of Fairholme FundsDelaware limited partnership, Inc.Pershing Square II, L.P., a Maryland corporation (“The Xxxxxxxxx Xxxx”) Delaware limited partnership, Pershing Square International, Ltd. a Cayman Islands exempted company and Fairholme Focused Income FundPershing Square International V, Ltd., a series of Fairholme Funds, Inc., a Maryland corporationCayman Islands exempted company, (each, except PSCM, together with its permitted nominees and assigns, a “Purchaser”).
Appears in 1 contract
Samples: Stock Purchase Agreement (General Growth Properties Inc)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A: Plan Summary Term Sheet A Sellers and Operations to be Sold Exhibit B: Post-Bankruptcy GGP Corporate Structure B-1 Land Exhibit C-1: Brookfield B-2 Leased Real Property Exhibit C Definitions Exhibit D National Account Subcontract Exhibit E Retention Bonus Agreement Exhibit C-2: Pershing Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Schedule 1.1(b) Permits Schedule 1.1(c) Equipment Schedule 1.1(d) Rolling Stock Schedule 1.1(f) Inventory Schedule 1.1(g) Business Names Schedule 5.3 Permits Schedule 5.4(a) Totality of Assets Exhibit F: Form Schedule 5.4(b) Assumed Leases Schedule 5.5(b) Real Property Disclosure Schedule 5.6 Contracts Schedule 5.7 Employees; Exceptions to “at will” Employment Schedule 5.8(a) Compliance with Law Schedule 5.8(b) Conflicts Schedule 5.8(c) Required Consents Schedule 5.9 Taxes Schedule 5.10 Litigation Schedule 5.11 Financial Statements Schedule 5.12 Conduct 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 Business 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 5.13(a) Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Schedule 5.13(b) Notices Relating to the Environment Schedule 5.13(c) List of Disposal Sites Schedule 5.16 Affiliate Relationships Schedule 5.17 Performance Bonds; Letters of Credit; Financial Assurances Schedule 5.18 Employment and Labor Matters BFI Waste Systems of North America, Inc. South Florida Assets: Miami MRF, BFI Waste Systems of Miami (Miami TS and Dade Hauling/Miami) E Leasing Company LLC Equipment and Rolling Stock S Leasing Company LLC Equipment and Rolling Stock Lots 4 through 23, Block 1, all of Amended Plat of Melrose Gardens, according to the Plat thereof, recorded in Plat Book 7, Page 94, Public Records of Miami-Dade County, Florida; TOGETHER WITH: Lots 1 New Debt 46 New Warrants 30 Nonthrough 10, Lxx 00, xxx Xxxx 00 xxxxxxx 00, Xxxxx 2, all of Amended Plat of Melrose Gardens, according to the Plat thereof, recorded in Plat Book 7, Page 94, Public Records of Miami-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date Dade County, Florida; TOGETHER WITH: Lots 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENTthrough 4, dated as the South 25 feet of March 31Lxx 0, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”)Xxxx 0 through 10, and Lots 18 through 21, less the Easterly 10 feet of said Lots 18 through 21, and Lxx 00, Xxxxx 0; and TOGETHER WITH: The Xxxxxxxxx Xxxxabandoned and vacated portion of Sxxxxxxxx 00xx Xxxxxx lying between Block 1 on the north and Block 2 on the south, a series all of Fairholme FundsAmended Plat of Melrose Gardens, Inc.according to the Plat thereof, a Maryland corporation (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fundrecorded in Plat Book 7, a series Page 94, Public Records of Fairholme FundsMiami-Dade County, Inc.Florida 7000 XX 00xx Xxxxxx, a Maryland corporationXxxxx, (each, together with its permitted nominees and assigns, a “Purchaser”).Xxxxxxx
Appears in 1 contract
LIST OF EXHIBITS AND SCHEDULES. Exhibit A: Plan Summary Term Sheet A Assignment Agreement Exhibit B: B Notes Exhibit C Notice of Borrowing Exhibit D Notice of Conversion or Continuation Exhibit E Compliance Certificate Exhibit F Collateral Update Certificate Exhibit G Second Lien Guaranty and Security Agreement Exhibit H Form of Intercreditor Agreement Exhibit I U.S. Tax Certificate Exhibit J Affiliated Lender Assignment and Assumption Schedule I Approved Foreign Commercial Banks Schedule II Equity Redemption Schedule III Foreign Restructuring Schedule 4.2 Third Party Consents Schedule 4.3 Capitalization Schedule 4.16 Title to Properties and Mortgages Schedule 6.13 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 Closing Deliveries Schedule I: GGO and GGP Pro Rata Shares 2006 Bank Loan 56 Act 40 Additional Financing 46 Additional Sales Period 56 Adequate Reserves 23 7.1 Prior Indebtedness Schedule 7.2 Prior Liens Schedule 7.3 Prior Investments Schedule 7.9 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE THIS SECOND LIEN CREDIT AGREEMENT, dated as of March 31DATED AS OF JUNE 7, 2010 2011, IS ENTERED INTO AMONG SRAM, LLC, A DELAWARE LIMITED LIABILITY COMPANY (this THE “AgreementBORROWER”), by and between General Growth PropertiesSRAM HOLDINGS, Inc.LLC, a Delaware corporation A DELAWARE LIMITED LIABILITY COMPANY (“GGPHOLDINGS”), and The Xxxxxxxxx XxxxTHE LENDERS (AS DEFINED BELOW) AND JPMORGAN CHASE BANK, a series of Fairholme Funds, Inc., a Maryland corporation N.A. (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, (each, together with its permitted nominees and assigns, a “PurchaserJPMORGAN CHASE BANK”)., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT FOR THE LENDERS (IN SUCH CAPACITY, AND TOGETHER WITH ITS SUCCESSORS AND PERMITTED ASSIGNS, THE “ADMINISTRATIVE AGENT”). The parties hereto agree as follows:
Appears in 1 contract
Samples: Second Lien Credit Agreement (SRAM International Corp)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A: Plan Summary Term Sheet A Form of Revolving Credit Note Exhibit B: Post-Bankruptcy GGP Corporate Structure B Form of Notice of Revolving Credit Borrowing Exhibit C-1: Brookfield C Form of Compliance Certificate Exhibit D Form of Eurodollar Pricing Notice Exhibit E-1 Form of Stock Pledge Agreement (Borrower) Exhibit E-2 Form of Stock Pledge Agreement (Guarantor) Exhibit F-1 Form of Security Agreement (Borrowers) Exhibit F-2 Form of Security Agreement (Guarantors) Exhibit G Form of Landlord Waiver Exhibit H Form of Opinion of Borrowers' Counsel Exhibit I Form of Assignment and Acceptance Agreement Exhibit C-2: Pershing J Form of Subsidiary Subordination Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Assets Exhibit F: K Form of Approval Order Intercreditor Subordination Agreement Exhibit G: L Form of Warrant Sound Advice Merger Agreement Exhibit H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: Form Schedule 1 Schedule of REIT Opinion Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: Form Commitment Percentages Schedule 2 Pricing Schedule Schedule 2.11 Letters of Non-Control Agreement Exhibit N: Certain REIT Investors Credit Schedule I: GGO 3.1 Schedule of Subordinated Indebtedness Paid in Full Schedule 5.2 Schedule of Principal Place of Business Schedule 5.9 Schedule of Financial Statements Schedule 5.11 Schedule of Issued 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 Outstanding Stock Schedule 5.12 Changes in Condition Schedule 5.13 Schedule 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 Licenses, Patents, Copyrights 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 Trademarks Schedule 5.14 Schedule of Litigation Schedule 5.15 Schedule of Pension 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 Schedule 5.16 Schedule of Indebtedness, Liens, Charges and Encumbrances 19 Schedule 5.17 Schedule of 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Matters Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENT, dated as 5.20 Schedule of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and The Xxxxxxxxx Xxxx, a series Application of Fairholme Funds, Inc., a Maryland corporation (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund, a series Proceeds of Fairholme Funds, Inc., a Maryland corporation, (each, together with its permitted nominees and assigns, a “Purchaser”).Tweeter IPO Schedule 8.4 Schedule of Insurance Schedule 9.3 Schedule of Investments
Appears in 1 contract
Samples: Credit Agreement (Tweeter Home Entertainment Group Inc)
LIST OF EXHIBITS AND SCHEDULES. Attachment 1 Disclosure Schedule consisting of the following: Exhibit A: Plan Summary Term Sheet A1 Form of Class A Warrant Exhibit B: Post-Bankruptcy GGP Corporate Structure A2 Form of Class B Warrant Exhibit C-1: Brookfield A3 Form of Class C Warrant Exhibit A4 Form of Class D Warrant Exhibit B Escrow Agreement Exhibit C-2: Pershing C Form of Legal Opinion Exhibit D Form of Public Announcement or Form 8-K Exhibit E1 Form of Limited Standstill Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Assets Exhibit F: E2 Form of Approval Order Exhibit G: Form of Warrant Limited Standstill and Lockup 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 F Security Agreement Exhibit NG Subordination Agreement Exhibit H Collateral Agent Agreement Schedule 5(d) Additional Issuances / Capitalization Schedule 5(p) Undisclosed Liabilities Schedule 8(b) Due Diligence Fees Schedule 9.1(e) Use of Proceeds Schedule 9.1(q) Limited Standstill Providers Schedule 11.1 Other Securities to be Registered 31 32 ALPHA CAPITAL AKTIENGESELLSCHAFT Pradafant 7 9490 Furstentums Vaduz, Lichtenstein Fax: Certain REIT Investors Schedule I000-00-00000000 $8,100.00 $8,100.00 PLATINUM PARTNERS VALUE ARBITRAGE FUND LP Attn: 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 Xxxx Xxxxxxxxx 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 $4,050.00 $4,050.00 OSHER CAPITAL INC. 0 Xxxxxxxxx Xxxx Spring Valley, NY 10977 Fax: (000) 000-0000 $37,350.00 $37,350.00 The Due Diligence Fees payable in connection with the Second 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 shall be paid by the Company to the above parties in the same proportions as set forth above in connection with the Second Closing Purchase Price 63 GGO Representative 5 GGO Rights Offering 6 GGO Rights Offering Shares 6 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Price. Due diligence 49,500 Legal fees lender 15,000 Avvaa legal fees 40,000 Estimated accounting fees 20,000 Salaries 141,880 Legal and accounting 34,268 Marketing 87,981 Telephone and couriers 44,020 Insurance 30,042 Transfer agents 3,437 Rent and lease costs 12,034 Travel 25,000 Investor relations 41,040 Molds 25,000 Bottles 26,000 Labels 10,000 Manufacturing costs 24,000 Raw materials 460,000 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENT, dated as of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and The Xxxxxxxxx Xxxx, a series of Fairholme Funds, Inc., a Maryland corporation (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, (each, together with its permitted nominees and assigns, a “Purchaser”).1,089,202 34
Appears in 1 contract
Samples: Subscription Agreement (Avvaa World Health Care Products Inc)
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: EXHIBIT A Form of Approval Order Exhibit G: Escrow Agreement EXHIBIT B Form of Warrant Agreement Exhibit H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: Xxxx of Sale and Assignment EXHIBIT C-1 Form of REIT Opinion Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: Offer Letter EXHIBIT C-2 Form of Compliance Agreement EXHIBIT C-3 Form of Restricted Stock Award Agreement EXHIBIT D Form of Sublease EXHIBIT E Form of Non-Control Solicitation and No-Hire 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 EXHIBIT F Form of Lock-Up 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 EXHIBIT G Form 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Registration Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 EXHIBIT H Form of Standstill Agreement EXHIBIT I Form of Nonsolicitation and No-Hire Agreement Schedule 1.2(ii) Excluded Contracts Schedule 1.2(v) Xxxxxxxx Assets Schedule 1.2(vi) Excluded Receivables Schedule 1.2(viii) Bank Accounts Schedule 1.3 Purchased Assets Schedule 1.4 Assumed Liabilities Schedule 1.5 Excluded Liabilities Schedule 2.1 Allocation of Parent Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Schedule 5.6 Brokers Schedule 5.7(i) Financial Statements Schedule 5.8 Changes Schedule 5.9 Liabilities Schedule 5.10 Litigation Schedule 5.12 Real Estate Schedule 5.13 Assets Schedule 5.15 Employees Schedule 5.16 Employee Benefit Plans Schedule 5.18 Insurance Schedule 5.20 Permits Schedule 5.21(a) Customers Schedule 5.21(b) Suppliers Schedule 5.21(c) Affiliated Transactions Schedule 5.23(a) Contracts Schedule 5.23(b)(i) Customer Contracts Schedule 5.23(e) Subcontractors Schedule 5.24 Intangible Property Schedule 5.25 Environmental Matters Schedule 5.27 Names Schedule 6.5 Certain Financial Records Schedule 6.7(a) Archstone Principals and Associate Principals Schedule 6.7(b)(i) Allocation of Parent Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENT, dated as to Archstone Principals and Associate Principals Schedule 6.7(b)(ii) SG&A Employees Schedule 6.12 Required Consents Schedule 6.18 Letters of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and The Xxxxxxxxx Xxxx, a series of Fairholme Funds, Inc., a Maryland corporation (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, (each, together with its permitted nominees and assigns, a “Purchaser”).Credit Schedule 8.7 Definitions
Appears in 1 contract
LIST OF EXHIBITS AND SCHEDULES. Exhibits -------- Exhibit A: Plan Summary Term Sheet A Delaware Certificate of Merger Exhibit B: Post-Bankruptcy GGP Corporate Structure B Certificate of Incorporation of Surviving Corporation Exhibit C-1: Brookfield C Bylaws of Surviving Corporation Exhibit D Major Stockholders Exhibit E Voting Agreement Exhibit C-2: Pershing F Investor Questionnaire Exhibit G Restricted Stock Agreement Exhibit D: REIT H Registration Rights Agreement Exhibit I Employment Letter Exhibit J Affiliate Agreement Exhibit K-1 Tax Representation Letter Exhibit E: GGO Assets K-2 Tax Representation Letter Exhibit F: L-1 Form of Approval Order Legal Opinion Exhibit G: L-2 Form of Warrant Agreement Legal Opinion Exhibit H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: L-3 Form of REIT Legal Opinion Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: Form Schedules --------- Schedule 3 Individuals Schedule 3.1.1 Subsidiaries Schedule 3.1.2 Qualifications Schedule 3.2.2 Breach or Violation Schedule 3.3.1 PRO DUCT Certificate of Incorporation and Bylaws Schedule 3.4.1 Authorized and Outstanding Stock Schedule 3.4.3 Additional Rights Schedule 3.5.1 Financial Statements Schedule 3.5.2 Absence of Changes Schedule 3.5.4 Indebtedness Schedule 3.6.2 Facility Leases Schedule 3.6.4 Related Agreements Schedule 3.6.5 Encumbrances Schedule 3.7.1 Title and Equipment Schedule 3.7.3 Capital Expenditures Schedule 3.8.1 Intellectual Property Ownership Schedule 3.8.2 Intellectual Property Schedule 3.8.3 Intellectual Property Potential Conflicts Schedule 3.8.4 Intellectual Property Maintenance Schedule 3.8.5 Confidential Information Schedule 3.9 Inventory Schedule 3.10 Accounts Receivable Schedule 3.11.1 Contracts Schedule 3.11.2 Defaults Schedule 3.12 Government Contracts Schedule 3.13.1 Litigation Schedule 3.14.3 Statute of Limitations Schedule 3.14.4 Tax Elections Schedule 3.14.6 Non-Control deductible Payments Schedule 3.14.7 Tax Liens Schedule 3.14.19 Ownership Change Schedule 3.14.20 Options and Warrants Schedule 3.15.1 Employees and Employee Benefit Plans Schedule 3.15.2 Labor Matters Schedule 3.15.3(a) Modifications to Plans Schedule 3.15.3(e) Vesting of Stock Options and Stock Purchase Rights Schedule 3.16.2 Permits Schedule 3.16.5(a) Environmental Conditions Schedule 3.16.5(b) Environmental Compliance Schedule 3.16.5(c) Environmental Actions Schedule 3.16.5(d) Environmental Contaminants Schedule 3.16.5(e) Waste Disposal Schedule 3.16.5(f) Environmental Discharge Schedule 3.17.4 FDA Disclosures Schedule 3.18 Insurance Policies Schedule 3.19 Bank Accounts; Powers of Attorney Schedule 3.20 Third-Party Consents Schedule 3.26 Affiliate Transactions Schedule 5.1 Business Operations Schedule 5.7.6 Option Plan Schedule 5.9 D&O Indemnification accumulated funding deficiency 31 Acquisition Transaction 50 affiliate 36 Affiliate 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 51 affiliated group 27 Aggregate Outstanding Claims 8 Agreement 1 Anticipated Debt Paydowns 46 Approval Motion 29 Approval Order 29 Asset Sales 47 Backstop Commitment 7 Backstop Business Day 3 Cash Consideration Component 5 Cash Exchange Ratio 45 Cash Ratio 5 Cause 52 CERCLA 33 Certificate 2 Claim Notice 61 Claim Shares 8 Bankruptcy Cases Closing 1 Bankruptcy Closing Date 2 Closing Valuation Price 5 Code 1 Bankruptcy Court Common Merger Consideration 4 Confidential Information 23 Consideration 4 Constituent Corporations 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 Contracts 23 control 36 controlled corporation 28 Converted Option 44 Converted Option Shares 45 CYTYC 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 CYTYC Common Stock 3 CYTYC Preferred Stock 37 CYTYC SEC Documents 38 D&O Indemnified Parties 49 Delaware Certificate of Merger 1 Company Delaware Corporation Law 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 Dissenting Shares 13 Distributable Shares 8 distributing corporation 28 Effective Date 3 Eligible Holder 6 1 Effective Time 2 employee benefit plan 17 Employees 28 Encumbrances 19 20 Environmental Laws 33 Equipment 21 ERISA 30 ERISA Plan 30 Escrow Account 6 Escrow Agent 6 Escrow Cash 6 Escrow Shares 6 excess parachute payment 29 Exchange Agent 13 HSR Act 16 Equity incentive stock options 28, 47 Indebtedness Instruments and Guarantees 19 Indemnification Notice 8 Intellectual Property 22 Inventory 23 Investor Questionnaire 43 knowledge 15 limited use property 27 Losses 59 Major Stockholders 36 material adverse change 53 Merged Corporation 1 Merger 1 multiemployer plan 30 Option Escrow Cash 46 Option Escrow Cash Retention Factor 45 Option Escrow Shares 45 Option Escrow Shares Retention Factor 45 Option 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 Ratio 45 Outstanding PRO DUCT Common Stock 6 Parties 1 PCB 33 Permits 32 Plans 28 Post-Closing Tax Period 48 Pre-Closing Tax Period 48 PRO DUCT 1 PRO DUCT Affiliates 51 PRO DUCT Certificate 12 PRO DUCT Common Stock 3 PRO DUCT Option Holder 45 PRO DUCT Option Shares 45 PRO DUCT Options 3 PRO DUCT Parties 50 PRO DUCT Preferred Stock 3 PRO DUCT Restricted Stock 47 PRO DUCT Series A Preferred Stock 3 PRO DUCT Series B Preferred Stock 3 PRO DUCT Series C Preferred Stock 3 Products 34 promptly 00 XXXX 00 Receivables 23 Registration Rights Agreement 48 Remaining Escrow Shares 8 reorganization 48 Replacement Cash Right 45 Resolved Claim Notice 60 Restrictions 47 Retained Escrow Cash 8 Retention Bonus Plan 52 Rights 17 XXXX 33 SEC 38 Second Escrow Cash Holdback 6 Second Escrow Share Holdback 7 Secretary of State 2 Securities Act 44 Series A Merger Consideration 4 Series B Merger Consideration 4 Series C Merger Consideration 4 Stock Consideration Component 5 GGO Minimum Allocation Right Stock Ratio 5 Stock Recapitalization 12 Stockholder Representative 10 Stockholder Representative Escrow Amount 11 Stockholders 3 SUB 1 Superior Transaction 51 Surviving Corporation 1 tax exempt bond financed property 27 Tax Returns 26 Taxes 25 tax-exempt use property 27 Third Escrow Cash Holdback 7 GGO Note Amount 62 GGO Per Third Escrow 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 Holdback 7 Third Party Acquiror 50 Total Common Shares 6 GGO Setup Costs 63 GGO Share Distribution Total Merger Consideration 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Voting Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENTAGREEMENT AND PLAN OF MERGER ---------------------------- THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of March 31October --------- 17, 2010 (this “Agreement”)2001, is made and entered into by and between General Growth Properties, Inc.among CYTYC CORPORATION, a Delaware corporation (“GGP”"CYTYC"), CYTYC HEALTH CORPORATION, a Delaware corporation and a ----- wholly owned subsidiary of CYTYC ("SUB"), and The Xxxxxxxxx XxxxPRO DUCT HEALTH, INC., a series of Fairholme Funds, Inc., a Maryland Delaware --- corporation (“The Xxxxxxxxx Xxxx”) "PRO DUCT"). Each of CYTYC, SUB and Fairholme Focused Income Fund, PRO DUCT is deemed a series of Fairholme Funds, Inc., party to -------- this Agreement and hereinafter may be referred to individually as a Maryland corporation, (each, together with its permitted nominees "Party" and assigns, a “Purchaser”)----- collectively as the "Parties." -------
Appears in 1 contract
Samples: Merger Agreement (Cytyc Corp)
LIST OF EXHIBITS AND SCHEDULES. Exhibit "A: Plan Summary Term Sheet " - List of Collateral Agreements Exhibit "A-1" - List of Ancillary Documents Exhibit "A-2" - Approved Budget Approval 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 Borrower Estoppel Exhibit G: "C" - Form of Warrant Agreement Assignment and Assumption of Mortgage Exhibit H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: "D" - Form of REIT Opinion Endorsement of Note Exhibit K: [Intentionally Omitted] "D-1" - List of Original Notes Exhibit L: [Intentionally Omitted] Exhibit M: "E" - Form of Assignment and Assumption of Collateral Agreements Exhibit "F" - List of Tenants Exhibit "G" - Non-Control Agreement Foreign Status Affidavit Exhibit N: Certain REIT Investors "H" - Form of Assignment and Assumption of Share Exhibit "H-1" - Form of Stock Power Exhibit "H-2" - Share Documents Schedule I: GGO "1" - Representations 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 Warranties Exception Schedule Schedule "2" - List of Cash Equivalents 57 Change Collateral Accounts Schedule "3" - Approved Budget Schedule "4" - List of Control 57 Chapter 11 1 Claims 58 Leases; Arrearage Schedule; Leasing Commissions; Security Deposits Schedule "5" - List of Service Agreements, Construction Agreements and Construction Contract Information Schedule "6" - Covenants Exception Schedule Schedule "7" - Pre-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 Expenditures Schedule "8" - List of Insurance Policies Schedule "9" - List of Borrower Affiliates Schedule "10" - Review Materials Schedule "11" - ESG Information Book Schedule "12" - Title 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK AGREEMENT OF PURCHASE AGREEMENTAND SALE AGREEMENT OF PURCHASE AND SALE (this "Agreement"), dated as of March 31May ___, 2010 (this “Agreement”)1999, by and between General Growth PropertiesXXXXX-000 XXXXX XXXXXX ASSOCIATES, L.P., a Delaware limited partnership, having an office c/o NBB Real Estate, Inc., a Delaware corporation 000 Xxxxx Xxxxxx, Xxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (“GGP”"Seller"), and The Xxxxxxxxx RECKSON OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having an office c/o Reckson Associates Realty Corp., 00 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, a series of Fairholme Funds, Inc., a Maryland corporation Xxx Xxxx 00000 (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, (each, together with its permitted nominees and assigns, a “"Purchaser”").
Appears in 1 contract
Samples: Purchase and Sale Agreement (Reckson Associates Realty Corp)
LIST OF EXHIBITS AND SCHEDULES. EXHIBITS Exhibit A: Plan Summary Term Sheet A Real Property Description Exhibit A-1 through Exhibit A-6 Exhibit C List of Tenant Leases Exhibit D Special Warranty Deed Exhibit E Bill xx Sale Exhibit F Assignment of Leases, Service Contracts and Warranties Exhibit G Tenant Estoppel Certificate Exhibit H Assignment and Assumption of Declarant Obligations Exhibit I Assignment and Assumption of Declarant Obligations Schedule 1 Personal Property List Schedule 2 Disclosure Items Schedule 3 Preapproved Leases Schedule 4 List of Original Leases Schedule 5 List of Service Contracts Schedule 6 Pending or Threatened Litigation Schedule 7 List of Major Tenants EXHIBIT A-1 XXXXXX XXXX XXX XXXX XXXXXX, XXXXX [SEE ATTACHED] EXHIBIT A-2 XXXXXXXXX XXXXXXXX XXXX AND LAND ALBUQUERQUE, NEW MEXICO [SEE ATTACHED] EXHIBIT A-3 ACADEMY POINT ATRIUM II COLORADO SPRINGS, COLORADO [SEE ATTACHED] EXHIBIT A-4 AERO TECH R&D COLORADO SPRINGS, COLORADO [SEE ATTACHED] EXHIBIT A-5 BLACK CANYON TECH CENTER PHOENIX, ARIZONA [SEE ATTACHED] EXHIBIT A-6 TUCSON TECH CENTER TUCSON, ARIZONA [SEE ATTACHED] EXHIBIT B ALLOCATION OF PURCHASE PRICE PROPERTY PURCHASE PRICE -------- -------------- Tucson Tech Center, Arizona $4,300,000 Black Canyon Tech, Arizona $7,850,000 Aero Tech R & D, Colorado $6,600,000 Academy Pointe Atrium II, Colorado $8,650,000 Broaxxxxx Xxxiness Park, New Mexico $5,400,000 Summit Park, Texas $8,200,000 Summit Land and Broaxxxxx Xxxd $2,500,000 EXHIBIT C LIST OF TENANT LEASES BY PROPERTY EXHIBIT D SPECIAL WARRANTY DEED [See Attached] EXHIBIT A [Legal Description] [See Attached] 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENT, dated as of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and The Xxxxxxxxx Xxxx, a series of Fairholme Funds, Inc., a Maryland corporation (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, (each, together with its permitted nominees and assigns, a “Purchaser”).
Appears in 1 contract
Samples: Agreement of Purchase and Sale (American Industrial Properties Reit Inc)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A: Plan Summary Term Sheet A - List of Shareholders of the Company Exhibit B: Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield B - Form of ROV Agreement Exhibit C-2: Pershing C - Form of Registration Rights Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Assets Exhibit F: D - Form of Approval Order Shareholders Agreement Exhibit G: E - Form of Warrant Business Cooperation Agreement Exhibit H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: F - Form of REIT Opinion Articles of Incorporation and By-Laws Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: G-1 - Form of Non-Control Employment Agreement - Gerald G. Reuhl Exhibit N: G-2 - Form of Employment Agreement - Owen X. Xxxxx Xxxxxit G-3 - Form of Employment Agreement - S. Jamxx Xxxxxx Xxxibit G-4 - Form of Employment Agreement - Andrew X. Xxxxxx Xxhibit G-5 - Form of Employment Agreement - Ranxxxx X. Xxxxxx Xxhibit G-6 - Form of Employment Agreement - Mixxxxx X. Xxxxxxxxn Exhibit G-7 - Form of Employment Agreement - Xxx Xxxxxxxx Xxxxbit G-8 - Form of Employment Agreement - Ken Duxxx Xxxxxxx H-1 - Form of Opinion of the General Counsel ox the Company Exhibit H-2 - Form of Opinion of Special Counsel to the Company and Certain REIT Investors Selling Shareholders (other than the Funds) Exhibit H-3 - Form of Opinion of Counsel to the Funds Exhibit I - Form of FIRPTA Certificate Exhibit J-1 - Form of Opinion of French Counsel to the Purchaser Exhibit J-2 - Form of Opinion of Special U.S. Counsel to the Purchaser Exhibit K - Reserves Report Exhibit L - Ruling Letter and Customs Commissioner Response thereto Schedule I: GGO 6A - List of Foreign Jurisdictions Schedule 6B - Capital Stock 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 Options Schedule 6C - Consents 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Waivers Schedule 6D - Financial Statements Schedule 6E - Material Adverse Effect 65 Changes Schedule 6F - Certain Developments Schedule 6G - Tax Matters Schedule 6H - Legal Proceedings Schedule 6I - Real Property Schedule 6J - Vessels Schedule 6K - Tangible Personal Property Schedule 6L - Intangible Property Schedule 6M - Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Contracts Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 6N - Employee Benefits Schedule 6P - Compliance with Laws; Permits Schedule 6Q - Environmental Matters Schedule 6S - Insurance Schedule 6T - Customers and Suppliers Schedule 6U - Related Party Transactions Schedule 7A - Shareholder Restrictions Schedule 8B - Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK Consents and Approvals PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the "AGREEMENT"), dated as of March 31April 11, 2010 (this “Agreement”)1997, by and between General Growth Propertiesis among Cal Dive International, Inc., a Delaware Minnesota corporation (“GGP”the "COMPANY"), Coflexip, a French corporation (the "PURCHASER"), and The Xxxxxxxxx Xxxxthe shareholders of the Company listed on EXHIBIT A (individually, a series "SHAREHOLDER" and, collectively, the "SHAREHOLDERS"). Except as otherwise defined herein, capitalized terms used in this Agreement are defined in Section 10. This Agreement is being executed in connection with the acquisition of Fairholme Fundsthirty-one and eight-tenths percent (31.8%) of the issued and outstanding capital stock (after giving effect to the transactions contemplated by this Agreement) of the Company by the Purchaser. This acquisition will be accomplished through the (i) issuance and sale by the Company of 528,541 shares of Common Stock, Inc.no par value, a Maryland corporation of the Company (“The Xxxxxxxxx Xxxx”the "COMPANY SHARES") for an aggregate purchase price of Four Million Nine Hundred Ninety-Nine Thousand Nine Hundred Ninety-Seven and Fairholme Focused Income Fund86/100 Dollars ($4,999,997.86), a series and (ii) the sale by the Shareholders of Fairholme Funds3,171,247 shares of Common Stock, Inc.no par value, a Maryland corporationof the Company (the "SHAREHOLDER SHARES") for an aggregate purchase price of Twenty-Nine Million Nine Hundred Ninety-Nine Thousand Nine Hundred Ninety-Seven Dollars ($29,999,997.00), (each, together with its permitted nominees and assigns, a “Purchaser”)all as hereinafter described.
Appears in 1 contract
LIST OF EXHIBITS AND SCHEDULES. Exhibit A: Plan Summary A Base Balance Sheet Exhibit B Form of Consignment Agreement Exhibit C Form of Cooperation Agreement Exhibit D Inventory Purchase Agreement (without exhibits) Exhibit E Form of KAV Senior Subordinated Note - A Exhibit F Form of KAV Senior Subordinated Note - B Exhibit G Miramar Sale Term Sheet Exhibit B: Post-Bankruptcy GGP Corporate Structure H Miramar Lease Term Sheet 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: I Form of Non-Control Competition 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 J Form of Pearland Real Estate Purchase Agreement 1 Anticipated Exhibit K Form of Transition Services Agreement Exhibit L Form of Van Nuys Lease Assignment Agreement Exhibit M Form of License Agreement Exhibit N Form of Opinion of Seller's Counsel Exhibit O Mezzanine 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Schedule 1.1(a) Consigned Inventory Investments Schedule 2.2 Excluded Assets Schedule 2.3 Assumed Contracts Schedule 2.8 Assumed Liabilities Schedule 2.9 Excluded Liabilities Schedule 3.4 Kellxxxxx Xxxlations Schedule 4.1 Foreign Qualifications Schedule 4.4 Corporate Information Schedule 4.5 Liens on Capital Stock Schedule 4.6 Violations Schedule 4.7 Subsidiaries Schedule 4.8 Financial Statements Schedule 4.9 Changes Since the Current Balance Sheet Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 4.10 Certain Liabilities Schedule 4.11 Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Real Estate Schedule 4.14(a) Title and Condition of Assets Schedule 4.14(b) Consigned Inventory Schedule 4.14(c) Consigned Inventory Locations Schedule 4.14(d) Vehicles Schedule 4.16 Employees Schedule 4.17 Employee Benefit Plans Schedule 4.18 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENT, dated as of March 31, 2010 (this “Agreement”), by Matters Schedule 4.19 Insurance Policies Schedule 4.21 Permits and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and The Xxxxxxxxx Xxxx, a series of Fairholme Funds, Inc., a Maryland corporation (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, (each, together with its permitted nominees and assigns, a “Purchaser”).Approvals Schedule 4.22 Affiliated Transactions
Appears in 1 contract
Samples: Asset Purchase Agreement (Kellstrom Industries Inc)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A: Plan Summary Term Sheet A Revolver Note Exhibit B: Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield B Bank Product Provider Letter Agreement Exhibit C-2: Pershing Agreement C Assignment and Acceptance Exhibit D: REIT Representation Letter D Assignment Notice Exhibit E: GGO Assets Exhibit F: E Form of Approval Order Mortgage Exhibit G: F Form of Warrant Agreement Opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLP Exhibit H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: G Form of REIT Opinion of Xxxxx and Xxxxxxx Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: H Form of Non-Control Agreement Opinion of Xxxxxx, Xxxxx and Hunter Exhibit N: I Form of Opinion of Xxxxx Xxxxxx Exhibit J Form of Opinion of Xxxxxx Xxxxxx LLP Exhibit K Form of Lien Waiver Schedule 1.1A Commitments of Lenders Schedule 1.1B Eligible Vessels Schedule 1.1C Specified Vessels Schedule 1.1D Title Insurance; Assignments of Leases, Etc. Schedule 1.1E PL480 Vessels Schedule 1.1F Existing Fuel Xxxxxx Schedule 1.1G Existing Letters of Credit Schedule 7.1 Certain REIT Investors Excluded Property Schedule I: GGO 7.3.1 Mortgaged Real Estate Schedule 7.3.2 Leases Schedule 8.4.3 Lien Waiver Locations Schedule 8.5 Deposit Accounts Schedule 8.6.1 Business Locations Schedule 9.1.4 Names 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 Structure Schedule 9.1.5 Former Names and Companies Schedule 9.1.6 Real Estate 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 Plan Disclosures Schedule 9.1.21 Labor Contracts Schedule 10.2.1 Certain 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 10.2.2 Existing Liens Schedule 10.2.17 Existing Affiliate Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENT, dated as of March 31, 2010 THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of December 22, 2009, among UNITED MARITIME GROUP, LLC, a Florida limited liability company (“Group”), by and between General Growth PropertiesU.S. UNITED BARGE LINE, Inc.LLC, a Florida limited liability company (“Barge”), U.S. UNITED OCEAN SERVICES, LLC, a Florida limited liability company (“Ocean”), U.S. UNITED BULK TERMINAL, LLC, a Louisiana limited liability company (“Bulk”), U.S. UNITED INLAND SERVICES, LLC, a Delaware corporation limited liability company (“GGPInland”), XXXX XXXXXXX, LLC, a Delaware limited liability company (“Xxxx”), XXXX XXX XXXXXX, LLC, a Delaware limited liability company (“Xxxx Xxx”), XXXXXX XXXXXXXX, LLC, a Delaware limited liability company (“Xxxxxx”), XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx”, and The Xxxxxxxxx together with Group, Barge, Ocean, Bulk, Inland, Xxxx, a series of Fairholme FundsXxxx Xxx and Xxxxxx, Inc.individually and collectively, jointly and severally, the “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), BANK OF AMERICA, N.A., a Maryland corporation national banking association, as administrative agent and co-collateral agent for Lenders (in such capacity, “The Xxxxxxxxx XxxxAgent”) and Fairholme Focused Income Fundas security trustee (in such capacity, “Security Trustee”), BANC OF AMERICA SECURITIES LLC, a series of Fairholme FundsDelaware limited liability company, Inc.XXXXX FARGO FOOTHILL, LLC, a Maryland corporationDelaware limited liability company, (each, together with its permitted nominees and assignsJEFFERIES FINANCE LLC, a Delaware limited liability company, as joint lead arrangers (in their respective capacities, “PurchaserJoint Lead Arrangers”) and book managers (in their respective capacities, “Book Managers”) for Lenders, and XXXXX FARGO FOOTHILL, LLC, a Delaware limited liability company, as co-collateral agent for Lenders (in such capacity, “Co-Collateral Agent”).
Appears in 1 contract
Samples: Loan and Security Agreement (United Maritime Group, LLC)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A: Plan Summary Term Sheet Exhibit B: Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield EXHIBIT A — Tranche A Note EXHIBIT B — Tranche B Note EXHIBIT C — Working Capital Note EXHIBIT D-1 — Security Agreement Exhibit C-2: Pershing EXHIBIT D-2 — Subsidiary Security Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Assets Exhibit F: EXHIBIT E-1 — Holdings Pledge Agreement EXHIBIT E-2 — Pledge Agreement EXHIBIT F — Subsidiary Guaranty EXHIBIT G — Borrowing Base Certificate EXHIBIT H-1 — Opinion of Xxxxxxxx & Xxxxx EXHIBIT H-2 — Opinion of General Counsel to the Loan Parties EXHIBIT I — Opinion of Goldberg, Kohn, Bell, Black, Xxxxxxxxxx & Moritz, Ltd., Special Counsel to the Agent EXHIBIT J-1 — Form of Approval Order Exhibit G: Assignment EXHIBIT J-2 — Form of Warrant Agreement Exhibit H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: Notice of Assignment EXHIBIT K — Form of REIT Opinion Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: Form of Non-Control Subordination Agreement Exhibit N: Certain REIT Investors Schedule I: GGO SCHEDULE 6.10 — Subsidiaries SCHEDULE 6.13 — Federal Tax Identification Numbers SCHEDULE 6.15 — Brokers SCHEDULE 6.17 — Employment, Shareholders' 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 Subscription Agreements SCHEDULE 6.21 — Environmental Matters SCHEDULE 6.22 — Initial Capitalization SCHEDULE 6.23 — Real Property Interests SCHEDULE 6.24(a) — Government Contract Notices SCHEDULE 6.24(b) — Specified Government Contracts SCHEDULE 8.1 — Outstanding 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENT, SCHEDULE 8.2 — Existing Liens SCHEDULE 8.7 — Existing Investments iv CREDIT AGREEMENT CREDIT AGREEMENT dated as of March 319, 2010 (this “Agreement”)2000 among XX XXXXXXXXXXXXX, by INC., XX XXXXXXXXXXXXX, L.L.C., the LENDERS listed on the signature pages hereof, BANC OF AMERICA COMMERCIAL FINANCE CORPORATION, as Agent and between General Growth PropertiesFIRST UNION NATIONAL BANK, Inc., a Delaware corporation (“GGP”), and The Xxxxxxxxx Xxxx, a series of Fairholme Funds, Inc., a Maryland corporation (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, (each, together with its permitted nominees and assigns, a “Purchaser”)as Syndication Agent.
Appears in 1 contract
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: A Form of Approval Order Revolver Note Exhibit G: B Forms of Term Notes Exhibit C Form of Warrant Agreement Notice of Conversion/Continuation Exhibit H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: D Form of REIT Notice of Borrowing Exhibit E Compliance Certificate Exhibit F Opinion Letter Requirements Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: G Form of Non-Control Assignment and Acceptance Exhibit H Form of Notice Exhibit I Joint Ventures Constituting Permitted Affiliates Exhibit J Approved Processors Exhibit K Form of Borrowing Base Certificate Exhibit L Imported Inventory Agreement Exhibit N: Certain REIT Investors Schedule I: GGO 1 Commitments Schedule 2 Notice Addresses Schedule 8.1.1 Borrowers’ Business Locations Schedule 8.1.2 Borrowers’ Insurance Schedule 9.1.1 Jurisdictions in which Borrowers and GGP Pro Rata Shares 2006 each Subsidiary is Authorized to do Business Schedule 9.1.4 Capital Structure of Borrowers Schedule 9.1.5 Corporate Names Schedule 9.1.12 Surety Obligations Schedule 9.1.13 Tax Identification and Organizational Identification Numbers of Borrowers and Subsidiaries Schedule 9.1.15 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.18 Contracts Restricting Borrowers’ Right to Incur Debts Schedule 9.1.19 Litigation Schedule 9.1.21 Capitalized and Operating Leases Schedule 9.1.23 Labor Relations Schedule 9.1.27 Real Property Schedule 9.1.28 Environmental Matters Schedule 9.1.30 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 Accounts Schedule 10.2.5 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Liens Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENT, dated as of March 31, 2010 10.2.8 Restrictions on Upstream Payments THIS AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Agreement”)) is made on May 9, 2006, by and between General Growth Propertiesamong PNA GROUP, Inc.INC. (individually “PNA” and, in its capacity as the representative of the other Borrowers pursuant to Section 4.4 hereof, “Borrower Agent”), a Delaware corporation with its chief executive office and principal place of business at 000 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000; XXXXX PIPE & STEEL COMPANY, an Arizona corporation (“Xxxxx”) with its chief executive office and principal place of business at 0000 Xxx Xxxxxx, Suite 600, Houston, Texas 77056; INFRA-METALS CO., formerly known as Preussag International Steel Corporation, a Georgia corporation (“Infra-Metals”), with its chief executive office and principal place of business at 000 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000; FERALLOY CORPORATION, a Delaware corporation (“GGPFeralloy”) with its chief executive office and principal place of business at 0000 X. Xxxxxxx, Chicago, Illinois 60631; DELTA STEEL L.P., a Texas limited partnership and successor by conversion to Delta Steel, Incorporated (“Delta Steel”) with its chief executive office and principal place of business at 0000 Xxx Xxxxxx, Suite 600, Houston, Texas 77056; DELTA GP, L.L.C., a Texas limited liability company (“delta GP”) with its chief executive office and principal place of business at 0000 Xxx Xxxxxx, Suite 600, Houston, Texas 77056; DELTA LP, L.L.C., a Delaware limited liability company (“Delta LP”) with its chief executive office and principal place of business at 000 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000; DELNOR CORPORATION, a Texas corporation (“Delnor”) with its chief executive office and principal place of business at 0000 Xxx Xxxxxx, Suite 600, Houston, Texas 77056; TRAVEL MERGER CORPORATION, a Delaware corporation (“Merger Sub”) with its chief executive office and principal place of business at 000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000; and TRAVEL MAIN CORPORATION, a Delaware corporation (“PropertyCo”) with its chief executive office and principal place of business at 000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 (PNA, Xxxxx, Infra-Metals, Feralloy, Delta Steel, Delta GP, Delta LP, Delnor, Merger Sub And PropertyCo being referred to collectively as “Borrowers,” and individually as a “Borrower”); the various financial institutions listed on the signature pages hereof and their respective successors and permitted assigns which become “Lenders” as provided herein; BANK OF AMERICA, N.A., a national banking association with an office at 000 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, as successor agent to Fleet Capital Corporation in its capacity as collateral and administrative agent for the Lenders pursuant to section 13 hereof (together with its successors in such capacity, “Administrative Agent”); XXXXX FARGO FOOTHILL, LLC a Delaware limited liability company, in its capacity as syndication agent for the Lenders pursuant to Section 13 hereof (together with its successors in such capacity, “Syndication Agent”), and The Xxxxxxxxx XxxxTHE CIT GROUP/BUSINESS CREDIT, INC., a series of Fairholme FundsNew York corporation, Inc.LASALLE BANK NATIONAL ASSOCIATION, a Maryland national banking association and WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL), an Illinois corporation in their capacities as co-documentation agents for the Lenders pursuant to Section 13 hereof (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, (each, together with its permitted nominees their successors in such capacity, “Co-Documentation Agents” and assignscollectively with Administrative Agent and Syndication Agent, a the “PurchaserAgents”).
Appears in 1 contract
Samples: Credit and Security Agreement (PNA Group Holding CORP)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A: Plan Summary A-1 Form of Revolving Credit Note Exhibit A-2 Form of URI Term Sheet Note Exhibit B: Post-Bankruptcy GGP Corporate Structure A-3 Form of Saxet Term Note Exhibit C-1: Brookfield B Form of Compliance Certificate Exhibit C Form of Opinion of Borrower's Counsel Exhibit D Form of Notice Borrowing or Conversion Exhibit E Form of Affiliate Guaranty Agreement Exhibit C-2: Pershing F Form of Assignment and Assumption Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Assets Exhibit F: G Form of Approval Order Mortgage and Security Agreement Exhibit G: H Form of Warrant Agreement Exhibit H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: Form Assignment of REIT Opinion Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: Form Leases Schedule 3.1 Schedule 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 Saxet Mortgaged Properties Subject to Saxet Mortgage Documents on Closing Date 4 Closing Date Net Debt 58 Closing Date Net Debt W/O Reinstatement Adjustment Schedule 5.4 Schedule of Subsidiaries Schedule 5.9 Schedule of Financial Statements Schedule 5.8 Tax Matters Schedule 5.10 Materials Furnished Schedule 5.11 Schedule of Issued and Permitted Claims Amounts 58 Closing Restraint 55 Code 17 Common Outstanding Stock 1 Company 1 Company Benefit Plan 59 Company Board 59 Company Disclosure Letter 9 Company Ground Schedule 5.12 Changes in Condition Schedule 5.13(a) Schedule of Liens, Encumbrances, Indebtedness and Capitalized 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 Obligations Schedule 5.13(c) Restaurant Locations Schedule 5.14 Litigation Schedule 5.16 Indebtedness Schedule 5.17 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Matters Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENT, dated 8.4 Schedule of Insurance Schedule 9.5 Guarantees Schedule 9.10 The Franchise Program AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT This AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT is entered into as of March 31November 4, 2010 (this “Agreement”)1997, by and between General Growth Propertiesamong UNO RESTAURANTS, Inc.INC., a Massachusetts corporation ("URI"), SAXET CORPORATION, a Delaware corporation (“GGP”"Saxet", and together with URI each a "Borrower" and collectively the "Borrowers"), and The Xxxxxxxxx XxxxUNO FOODS INC., a series of Fairholme FundsMassachusetts corporation ("UFI"), Inc.PIZZERIA UNO CORPORATION, a Maryland Delaware corporation (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund"PUC"), UNO RESTAURANT CORPORATION, a series of Fairholme FundsDelaware corporation ("URC"), Inc.URC HOLDING COMPANY, INC., a Maryland corporationDelaware corporation ("UHC" and, together with UFI, PUC, URC and the Borrowers, hereinafter referred to collectively, as the "Loan Parties"), FLEET NATIONAL BANK, a national banking association (each"Fleet"), BANKBOSTON, N.A., a national banking association ("BKB"), FLEET NATIONAL BANK, as Agent for the Banks referred to below (Fleet, together with its permitted nominees successors and assignsassigns in such capacity, a “Purchaser”the "Agent") and BANKBOSTON, N.A., as Co-Agent for the Banks referred to below (BKB, together with its successors and assigns in such capacity, the "Co-Agent").
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Uno Restaurant Corp)
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 Fairholme 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 Defined Term Page 2006 Bank Loan 56 69 Act 40 53 Additional Financing 46 59 Additional Sales Period 56 Period. 69 Adequate Reserves 23 33 Affiliate 57 69 Agreement 1 11 Anticipated Debt Paydowns 46 59 Approval Motion 29 39 Approval Order 29 39 Asset Sales 47 59 Backstop Commitment 7 Commitment. 17 Backstop Consideration 8 18 Bankruptcy Cases 1 Cases. 11 Bankruptcy Code 1 11 Bankruptcy Court 1 11 Blue Sky 40 53 Brookfield Agreement 2 12 Brookfield Backstop Commitment 7 17 Brookfield Consortium Member 57 69 Brookfield Investor 2 12 Business Day 57 69 Capital Raising Activities 57 69 Cash Equivalents 57 69 Change of Control 57 70 Chapter 11 1 11 Claims 58 70 Closing 3 14 Closing Date 4 Date. 14 Closing Date Net Debt 58 70 Closing Date Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 58 71 Closing Restraint 55 67 CMPC 16 Code 17 27 Common Stock 1 Stock. 11 Company 1 11 Company Benefit Plan 59 71 Company Board 59 71 Company Disclosure Letter 9 19 Company Ground Lease Property 21 31 Company Mortgage Loan 22 32 Company Option Plans 10 20 Company Properties 19 29 Company Property 19 29 Company Property Lease 21 31 Company Rights Offering 4 14 Company SEC Reports 14 24 Competing Transaction 59 72 Conclusive Net Debt Adjustment Statement 59 72 Confirmation Order 43 56 Confirmed Debtors 67 Debtors. 79 Contract 60 72 Conversion Shares 60 72 Corporate Level Debt 60 72 Debt 60 72 Debtors 1 11 Designation Conditions 3 13 DIP Loan 60 73 Disclosure Statement 60 73 Disclosure Statement Order 43 56 Dispute Notice 38 50 Disputed Items 38 50 Effective Date 3 14 Eligible Holder 6 16 Encumbrances 19 29 Environmental Laws 16 26 Equity Exchange 1 11 Equity Securities 11 21 ERISA 60 73 ERISA Affiliate 17 27 Essential Assets 60 73 Excess Surplus Amount 61 73 Exchangeable Notes 61 73 Excluded Claims 61 73 Excluded Non-US Plans 17 28 Expiration Time 7 17 Fairholme 62 Agreement 12 Fairholme Backstop Commitment 18 Fairholme Purchasers 12 Foreign Plan 17 28 Fully Diluted Basis 62 75 GAAP 62 75 GGO 2 12 GGO Agreement 45 GGO Backstop Limit 7 17 GGO Board 45 GGO Common Share Amount 62 75 GGO Common Stock 5 15 GGO Minimum Allocation Right 7 17 GGO Non-Control Agreement 75 GGO Note Amount 62 75 GGO Per Share Purchase Price 6 17 GGO Pro Rata Share 63 75 GGO Promissory Note 63 75 GGO Purchase Price 63 75 GGO Representative 5 15 GGO Rights Offering 6 16 GGO Rights Offering Shares 6 16 GGO Setup Costs 63 75 GGO Share Distribution 6 16 GGO Shares 63 76 GGO Warrants 30 GGP 1 40 GGP. 11 GGP Pro Rata Shares 63 Share. 76 Governmental Entity 63 76 Hazardous Materials 16 26 Xxxxxx Agreement 64 76 Xxxxxx Amount 63 75 Xxxxxx Heirs Obligations 64 76 Identified Assets 5 Assets. 15 Indebtedness 64 76 Indemnity Cap 39 51 Initial Investors 2 Investor 12 Investment Agreements 2 12 Joint Venture 64 77 Knowledge 64 77 Law 64 77 Liquidity Equity Issuances 64 77 Liquidity Target 58 Material Adverse Effect 65 77 Material Contract 65 78 Material Lease 21 32 Measurement Date 10 20 Most Recent Statement 19 29 MPC Assets 66 78 MPC Tax Reserve 66 78 MPC Taxes 66 Taxes. 78 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 78 New Common Stock 1 11 New Debt 46 58 New Warrants 30 Non-Control Agreement 66 40 Non-Controlling Properties 66 79 NYSE 30 40 Offering Premium 67 79 Operating Partnership 67 79 PBGC 17 27 Per Share Purchase Price 3 13 Permitted Claims 67 79 Permitted Claims Amount 67 80 Permitted Replacement Shares 67 80 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 29 Person 67 80 Petition Date 1 Date. 11 Plan 1 11 Plan Debtors 67 79 Plan Summary Term Sheet 1 11 PMA Claims 67 Claims. 79 Preliminary Closing Date Net Debt Review Deadline 68 80 Preliminary Closing Date Net Debt Review Period 68 80 Preliminary Closing Date Net Debt Schedule 38 50 Proportionally Consolidated Debt 68 Debt. 80 Proportionally Consolidated Unrestricted Cash 68 Cash. 80 Proposed Approval Order 29 39 Proposed Securities 31 Purchase Group 68 41 PSCM 11 Purchase Notice 8 18 Purchase Price 3 13 Purchaser 1 11 Purchaser Debt Holdings 60 Board Designees. 45 Purchaser GGO Board Designees 45 Record Date 6 17 Refinance Cap 48 61 Reinstated Amounts 46 58 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 Xxxxxx 00 Xxxxxxxxxxxxx Xxxxxx. 81 REIT 24 34 REIT Subsidiary 24 Subsidiary. 34 Reorganized Company 1 11 Reorganized Company Organizational Documents 36 48 Reserve 67 80 Reserve Surplus Amount 69 81 Resolution Period 38 50 Right 6 17 Rights Agreement 69 81 Rights Offering Election 4 14 Xxxxx Bonds 69 81 Rule 144 41 53 Sales Cap 48 60 SEC 14 24 Securities Act 14 24 Share Cap Number 46 59 Share Equivalent 69 81 Shares 3 13 Significant Subsidiaries 69 81 Specified Debt 69 82 Subscription Agent 7 Agent. 17 Subscription Right 31 41 Subsidiary 69 82 Synthetic Lease Obligation 64 76 Target Net Debt 69 Debt. 82 Tax Protection Agreements 69 Agreements. 82 Tax Return 24 34 Taxes 23 34 Termination Date 70 Total 82 Transactions 82 TRUPS 82 Unrestricted Cash 82 Unrestricted Date 52 Unsecured Indebtedness. 82 Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 17 UPREIT Units 70 83 Warrant Agreement 29 39 Warrants 29 39 STOCK PURCHASE AGREEMENT, dated as of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and The Xxxxxxxxx XxxxPershing Square Capital Management, L.P. (“PSCM”), on behalf of Pershing Square, L.P., a series of Fairholme FundsDelaware limited partnership, Inc.Pershing Square II, L.P., a Maryland corporation (“The Xxxxxxxxx Xxxx”) Delaware limited partnership, Pershing Square International, Ltd. a Cayman Islands exempted company and Fairholme Focused Income FundPershing Square International V, Ltd., a series of Fairholme Funds, Inc., a Maryland corporationCayman Islands exempted company, (each, except PSCM, together with its permitted nominees and assigns, a “Purchaser”).
Appears in 1 contract
Samples: Stock Purchase Agreement
LIST OF EXHIBITS AND SCHEDULES. Exhibits -------- Exhibit A: Plan Summary Term Sheet A Certificate of Merger Exhibit B: Post-Bankruptcy GGP Corporate Structure B Demand Note Exhibit C-1: Brookfield C Pipeline Intermediaries Exhibit D One Year Note Exhibit E PCS Contracts Exhibit F Registration Rights Agreement Exhibit C-2: Pershing G Services Agreements Exhibit H Original Stockholders' Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Assets Exhibit F: Form I Certain Terms of Approval Order Exhibit G: Form of Warrant Stockholders' Agreement Exhibit H: [Intentionally Omitted] J Two Year Note Exhibit I: [Intentionally Omitted] K Opinion of Xxxxxxx & Xxxxx LLP Exhibit J: Form L Opinion of REIT Opinion Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: Form Xxxxxxx, Carton & Xxxxxxx Company Schedules ----------------- Schedule 4.1 Organization and Related Matters Schedule 4.2(b) No Violation Schedule 4.3 Required Consents Schedule 4.4 Stock Ownership Schedule 4.5 Regulatory Documents Schedule 4.6 Financial Statements Schedule 4.7 Ineligible Persons Schedule 4.8 Contracts Schedule 4.9 Related Party Transactions Schedule 4.10 Environmental Matters Schedule 4.11 No Broker Schedule 4.12 Legal Proceedings Schedule 4.13 Compliance with Applicable Law Schedule 4.14 Insurance Policies Schedule 4.15 Labor and Employment Matters Schedule 4.16(a) Company Plans Schedule 4.16(h) Employee Benefit Effects of Non-Control Agreement Exhibit N: Certain REIT Investors Transaction Schedule I: GGO 4.16(j) Unaccrued Employee Obligations Schedule 4.17 Technology 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 Intellectual Property Schedule 4.18(b) Taxes Schedule 4.18(g) Adjusted Basis of Assets Schedule 4.18(h) Adjusted Tax Basis Schedule 4.18(j) NOLs Schedule 4.19 No Adverse Change Schedule 4.20 Real Property Leases Schedule 4.21 Accounts Receivable Schedule 4.22 Encumbrances Schedule 4.23 Purchase for Investment Schedule 4.24 Accuracy of Warranties Buyer Schedules --------------- Schedule 5.2(b) No Violation Schedule 5.3 Required Consents Schedule 5.5(a) Investment Adviser Registration Schedule 5.4 Equity Commitments Schedule 5.8 Subsidiaries Schedule 5.9 Legal Proceedings Schedule 5.12(a) Permits Schedule 5.12(b) Governmental Proceedings Schedule 5.12(c) ERISA 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 Management Schedule 5.13 Insurance Policies Schedule 5.14 Labor and Employment Matters Schedule 5.15 Taxes Schedule 5.17(a) Buyer Plans Schedule 5.17(h) Employee Benefit Effects of Transaction Schedule 5.17(j) Unaccrued Employee Obligations Schedule 5.18(a) Intellectual Property Schedule 5.18(b) IP Ownership Schedule 5.19 No Adverse Change Schedule 5.20 Real Property Leases Schedule 5.21(a) Related Party Indebtedness Schedule 5.21(c) Related Party Contracts Schedule 5.22 Accounts Receivable Schedule 5.23 Encumbrances Other Schedules --------------- Schedule 6.1 Conduct of 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENTAGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of March 31July 12, 2010 (this “Agreement”)2001, by and between General Growth Propertiesamong The EnvestNet Group, Inc., a Delaware corporation (“GGP”"Buyer"), EnvestNet Acquisition Corp., a Colorado corporation ("Transitory Subsidiary"), PMC International, Inc., a Colorado corporation (the "Company," and collectively with Portfolio Management Consultants, Inc., a Colorado corporation ("PMC"), and Portfolio Brokerage Services, Inc., a Colorado corporation ("PBS"), the "Companies"), and The Xxxxxxxxx XxxxXxxxxxx Companies, a series of Fairholme Funds, Inc., a Maryland corporation Inc. (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, (each, together with its permitted nominees and assigns, a “Purchaser”the "Shareholder").
Appears in 1 contract
LIST OF EXHIBITS AND SCHEDULES. Exhibit A: Plan Summary Term Sheet A Legal Description Exhibit B: Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield Agreement Exhibit C-2: Pershing Agreement Exhibit D: REIT B Representation Letter Exhibit E: GGO Assets C Audit Inquiry Letter Exhibit F: D Audit Response Letter Form Exhibit E Post-Closing Escrow Agreement Schedule 1.3.1 Escrow Agent’s Wire Instructions Schedule 3.3 Property Information Schedule 4.1.11 Tenant Leases and Subleases Schedule 4.1.11(a) Tenant Lease Defaults Schedule 4.1.13 Contracts Schedule 4.1.15 List of Existing Violations Schedule 5.4.1(a) Form of Approval Order Exhibit G: Tenant Estoppel Schedule 5.4.5 Form of Warrant Agreement Exhibit H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: ROFR Notice Schedule 5.4.6 Form of REIT Opinion Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: Ground Lessor Estoppel Certificate Schedule 5.6.1 Form of Non-Control Agreement Exhibit N: Certain REIT Investors Deed Schedule I: GGO 5.6.2 Form of Assignment of Ground Lease Schedule 5.6.3 Form of Xxxx of Sale and GGP Pro Rata Shares 2006 Bank Loan 56 Act 40 Additional Financing 46 Additional Sales Period 56 Adequate Reserves 23 Affiliate 57 Assignment Schedule 5.6.4 Form of Assignment of Leases Accounting Records 19 Inspections 6 Affidavit 6 Intangible Property 3 Agreement 1 Anticipated Debt Paydowns Intrusive Inspections 7 Applicable Legal Bodies 13 Land 1 Assignment of Ground Lease 26 Lease Action 17 Assignment of Leases 27 Notice of Objection 22 Assumed Contracts 8 OFAC 10 Audited Year 19 Opening of Escrow 20 Xxxx of Sale and Assignment 26 Permits 2 Board 46 Personal Property 2 Board 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 Condition 46 Post-Closing Escrow Agreement 35 Broker 40 Brookfield Agreement 2 Brookfield Backstop Commitment 7 Brookfield Consortium Member 57 Brookfield Investor 2 Pre-Closing Default 36 Business Day 57 Capital Raising Activities 57 Cash Equivalents 57 Change of Control 57 Chapter 11 43 Pre-Closing Defaults 36 Buyer 1 Preliminary Report 4 Buyer’s Knowledge 15 Proceeding 3 Buyer’s Reports 7 Property 1 CAM Charge(s) 30 Property Information 8 CAM Lease Year 31 Purchase Price 3 CERCLA 12 RCRA 12 Claims 58 16 Real Property 2 Closing 3 4 Registered Company 19 Closing Date 4 Representation Documents 15 Closing Statement 34 Required Title Condition 5 Xxxx 00 XXXX 0 Xxxxxxxxx 0 XXXX Notice 23 control 40 SEC Filings 19 Control 40 Seller 1 Current Billing Period 32 Seller Monetary Encumbrances 5 DDP Waiver Notice 9 Seller’s Knowledge 13 Deed 26 Seller’s Liability Cap 38 Deposit 3 Stub Period 19 Due Diligence Period 8 Subleases 2 Effective Date 1 Subtenants 2 Escrow 20 Survey 5 Escrow Agent 1 Survival Period 15 Exception Documents 4 Tenant 2 Existing Lender 18 Tenant Estoppel 22 Existing Loan 18 Tenant Estoppel Condition 23 Ground Lease 1 Tenant Leases 2 Ground Lessor 1 Tenant Notice 35 Ground Lessor Estoppel Certificate 24 Tenants 2 Hazardous Materials 12 Termination Notice 9 Holdback 35 Title Company 4 Improvements 2 Title Policies 23 Indemnified Claim 45 Title Review Period 5 Indemnitee 45 UCC Searches 4 Indemnitor 45 Violations 9 Initial 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 Warranties 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK THIS PURCHASE AGREEMENT, dated as of March 31, 2010 AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this “Agreement”) is entered into as of this 11th day of August, 2016 (the “Effective Date”), by and between General Growth Propertiesamong CULLMAN POB III LLC, Inc.an Alabama limited liability company, as seller (“Seller”), GAHC4 CULLMAN AL MOB III, LLC, a Delaware corporation limited liability company, as buyer (“GGPBuyer”), and The Xxxxxxxxx XxxxCHICAGO TITLE INSURANCE COMPANY, a series of Fairholme Fundsas escrow agent (in such capacity, Inc., a Maryland corporation (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, (each, together with its permitted nominees and assigns, a “PurchaserEscrow Agent”).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Griffin-American Healthcare REIT IV, Inc.)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A: Plan Summary Term Sheet A Assignment Agreement Exhibit B: B Notes Exhibit C Notice of Borrowing Exhibit D Swingline Request Exhibit E Notice of Conversion or Continuation Exhibit F Compliance Certificate Exhibit G Collateral Update Certificate Exhibit H Increased Facility Activation Notice Exhibit I Form of New Lender Supplement Exhibit J First Lien Guaranty and Security Agreement Exhibit K Intercreditor Agreement Exhibit L U.S. Tax Certificate Exhibit M Affiliated Lender Assignment and Assumption Schedule I Commitments Schedule II Approved Foreign Commercial Banks Schedule III Equity Redemption Schedule IV Foreign Restructuring Schedule 4.2 Third Party Consents Schedule 4.3 Capitalization Schedule 4.16 Title to Properties and Mortgages Schedule 7.13 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 Closing Deliveries Schedule I: GGO and GGP Pro Rata Shares 2006 Bank Loan 56 Act 40 Additional Financing 46 Additional Sales Period 56 Adequate Reserves 23 8.1 Prior Indebtedness Schedule 8.2 Prior Liens Schedule 8.3 Prior Investments Schedule 8.9 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE THIS FIRST LIEN CREDIT AGREEMENT, dated as of March 31DATED AS OF JUNE 7, 2010 2011, IS ENTERED INTO AMONG SRAM, LLC, A DELAWARE LIMITED LIABILITY COMPANY (this THE “AgreementBORROWER”), by and between General Growth PropertiesSRAM HOLDINGS, Inc.LLC, a Delaware corporation A DELAWARE LIMITED LIABILITY COMPANY (“GGPHOLDINGS”), and The Xxxxxxxxx XxxxTHE LENDERS (AS DEFINED BELOW), a series of Fairholme FundsTHE L/C ISSUERS (AS DEFINED BELOW) AND JPMORGAN CHASE BANK, Inc., a Maryland corporation N.A. (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, (each, together with its permitted nominees and assigns, a “PurchaserJPMORGAN CHASE BANK”)., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT FOR THE LENDERS AND THE L/C ISSUERS (IN SUCH CAPACITY, AND TOGETHER WITH ITS SUCCESSORS AND PERMITTED ASSIGNS, THE “ADMINISTRATIVE AGENT”). The parties hereto agree as follows:
Appears in 1 contract
Samples: First Lien Credit Agreement (SRAM International Corp)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A: Plan Summary Term Sheet A Legal Description of the Projects Exhibit B: Post-Bankruptcy GGP Corporate Structure B Location of the Projects Exhibit C-1: Brookfield Agreement Exhibit C-2: Pershing Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Assets Exhibit F: C Form of Approval Order Promissory Note Exhibit G: D Allocated Loan Amounts Exhibit E Form of Warrant Agreement Assignment and Acceptance Exhibit H: [Intentionally Omitted] F List of Management Agreements Exhibit I: [Intentionally Omitted] G Structure Chart Exhibit J: H Reserved Exhibit I Form of REIT Opinion Interest Rate Protection Pledge Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: Form of Non-Control Agreement Exhibit N: Certain REIT Investors J Defeasance Schedule I: GGO and GGP Pro Rata Shares 2006 Bank Loan 56 Act 40 1 Commitments Schedule 2 Guaranties Schedule 2.1 Advance Conditions Schedule 2.3.5 Make Whole Breakage Amount Definitions Schedule 3.9.3 Northeast Portfolio Projects Schedule 5.3.4 Lead Based Paint Projects Schedule 5.3.5 O&M Plan Projects Schedule 5.3.6 UST Projects Schedule 5.3.7 Phase II Projects Schedule 4 Projects Schedule 9.14 Required Repairs Schedule 9.17 Post Closing Obligations Abatement Budget 41 Abatement Plan 41 Abatement Program 41 ACM 42 Additional Financing 46 Advance 1 Additional Sales Period 56 Adequate Reserves 23 Costs 24 Adjusted Operating Expenses 1 Adjusted Operating Revenues 1 Administrative Agent 1 Advance Date 1, 22 Affiliate 57 1 Agreement 1 Anticipated Debt Paydowns 46 Approval Motion 29 Approval Order 29 Asset Sales 47 Backstop Commitment 7 Backstop Consideration 8 Allocated Loan Amount 1 Alternate Base Rate 1 Alternate Base Rate Loans 2 Anti-Money Laundering Laws 2 Applicable Lending Office 2 Applicable Percentage 2 Appraisal 2 Asbestos Operations & Maintenance Plans 42 Assignment and Acceptance 2 Assignment of Contracts 2 Assignments of Rents and Leases 3 Bank Secrecy Act 3 Bankruptcy Cases Party 57 Basle Accord 3 Borrower 1 Bankruptcy Code 1 Bankruptcy Court 1 Blue Sky 40 Brookfield Agreement 2 Brookfield Backstop Commitment 7 Brookfield Consortium Member 57 Brookfield Investor 2 Borrower Party 3 Building 3 Buildings 3 Business Day 57 3 Capital Raising Activities 57 Improvements Period 19 Capital Improvements Reserve 3 Capital Improvements Shortfall 20 Carve-Out Guaranty 3 Cash Equivalents 57 Change of Control 57 Chapter 11 1 Claims 58 Closing Flow Sweep Event 3 Cash Flow Sweep Release 3 Cash on Cash Return 3 Casualty 37 Closing Date 4 Closing Commitment 4 Contract Rate 4 Contribution Agreement 4 Control 4 Convert 4 Cross-Collateral Guaranty 4 Debt 4 Debt Service 5 Debt Service Coverage 5 Default Rate 5 Early Termination 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 29 Environmental Consultant 41 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 39 Eurodollar Business Day 6 Event of Default 56 Expense Fee 34 Federal Funds Rate 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 Financial Institution 5 GGO Rights Offering 6 GGO Rights Offering Shares 6 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 First Mortgage 5 Form W-8BEN 28 Form W-8ECI 28 Guarantors 5 Guaranty 5 Hazardous Materials 16 Xxxxxx 39 Hazardous Materials Indemnity Agreement 64 Xxxxxx 5 Interest Rate Protection Agreement 6 Interest Rate Protection Pledge 6 Joinder Loan Documents 6 Lead Based Paint Operations and Maintenance Plan 41 Leases 6 Lender 1 Lenders 1 Libor-based Loans 6 Libor-based Rate 6, 25 Lien 6 Loan Documents 6 Loan Year 7 Loans 6 Lockout Period 18 LTV 7 Majority Lenders 7 Management Agreements 7 Manager Subordination Agreement 7 Managers 7 Maturity Date 7 Maximum Loan Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 7 Mortgage 7 Mortgage Security Documents 8 Net Cash Flow 8 Net Cash Flow Sweep 29 Net Operating Income 8 Note A 8 Note A and Note B Lockout Period 8, 18 Note A Interest Rate 8 Note A Loans 8 Note B 8 Note B Interest Rate 8 Note B Loans 9 Note C 9 Note C Amortization Date 18 Note C Interest Rate 9 Note C Loans 9 Note C Lockout Period 8 OFAC 9 Operating Expenses 9 Operating Revenues 10 Other Income 10 Partial Release 10 Partial Release Amount 10 Partial Release Notice 10 Participant 10 Patriot Act 10 Payment Date 11 Payor 11, 22 Permitted Encumbrances 11 Person 11 Pledge and Security Agreement 11 Pledgor 11 Portfolio 11 Potential Default 11 Primary Debt Obligation 11 Prime Rate 11 Principal Repayment Allocations 11 Projects 12 Proposed Lender 12, 28 Recourse Guaranties 12 Regulation D 12 Regulatory Change 12 Release Date 12 Rents 12 Replacement Costs 19 Requesting Lender 12, 28 Required Amount 19 Required Payment 22 Required Payment 12 Required Repairs 12 Second Mortgage 13 Secondary Debt Obligation 13 Secured Guaranty 13 Single Purpose Entity 13 Site Assessment 13 Specially Designated National and Blocked Persons 13 State 13 Substitute Loan 13 Substitute Project 33 Substitution Fee 34 Substitution Request 33 Survey Completion Date 41 Tax and Insurance Escrow Fund 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control 13 Term 14 Title Policy 14 Type 14 U.S. Person 14, 28 U.S. Taxes 28 Underwritten Income 14 This Loan Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENT(together with all exhibits, dated schedules, and attachments and as of March 31hereafter amended, 2010 (this “Agreement”) is entered into as of November 30, 2005 among each of the entities that is a signatory hereto identified under the caption “BORROWERS” on the signature pages hereof (individually, a “Borrower” and, collectively, the “Borrowers”); each of the lenders that is a signatory hereto identified under the caption “LENDERS” on the signature pages hereof and each lender that becomes a “Administrative Agent” after the date hereof pursuant to Section 12.27.2 (individually, by a “Lender” and, collectively, the “Lenders”); and between General Growth Properties, Inc.GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GGP”), and The Xxxxxxxxx Xxxx, a series of Fairholme Funds, Inc., a Maryland corporation (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, as administrative agent for the Lenders (eachin such capacity, together with its permitted nominees and assignssuccessors in such capacity, a “PurchaserAdministrative Agent”).
Appears in 1 contract
Samples: Loan Agreement (Tarragon Corp)
LIST OF EXHIBITS AND SCHEDULES. Exhibits: Exhibit A: Plan Summary Term Sheet A-1 – Ground Lease Exhibit B: Post-Bankruptcy GGP Corporate Structure A-2 – Land Exhibit C-1: Brookfield A-3 – Land Acquisition and Development Agreement Exhibit C-2: Pershing A-4 – Subway Agreement Exhibit D: REIT Representation Letter A-5 – Project Agreement Exhibit E: GGO Assets B – Existing Leases Exhibit F: C – Form of Approval Order Assignment of Ground Lease Exhibit G: D – Form of Warrant Agreement Assignment and Assumption of Leases Exhibit H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: E – Form of REIT Opinion Assignment and Assumption of Contracts Exhibit K: [Intentionally Omitted] F – Form of Assignment and Assumption of Project Documents Exhibit L: [Intentionally Omitted] G – Form of Seller’s Letter to Tenants Exhibit M: H – Form of Seller’s Bring-Down Certificate Exhibit I – Form of Xxxx of Sale Exhibit J – Form of FIRPTA Certificate Exhibit K – Form of Non-Control Multiple Dwelling Affidavit Exhibit L – Form of Purchaser’s Bring-Down Certificate Exhibit M – Form of Ground Lease Estoppel Exhibit N – Land Acquisition and Development Agreement Estoppel Exhibit O – Subway Agreement Estoppel Exhibit P – Project Agreement Estoppel Exhibit Q – E&Y Estoppel Exhibit R – Standard Tenant Form of Estoppel Certificate Exhibit S – Management Agreement Exhibit N: Certain REIT Investors T – Guaranty Exhibit U – Wire Instructions Exhibit V – Form of Owner’s Affidavit Exhibit W – Form of Assignment and Assumption of Master Signage Agreement 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 1.1.10 – Existing Contracts Schedule 1.2.3 – Excluded Property Schedule 4.2.8(i) – Leasing Commissions Schedule 4.2.8(ii) – Tenant Allowances Schedule 4.2.14 – Revenue Support Payments Schedule 5.1.3 – Permitted Exceptions Schedule 6.1.9(i) – Tenant 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Schedule 6.1.9 (ii) – Brokerage Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Schedule 6.1.9 (iii) – Rent Arrearages Schedule 6.1.14 – Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Appeals Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK 6.1.15 – Employees Schedule 6.1.16 – Litigation Schedule 6.1.19 – Insurance Policies Schedule 6.1.22 – Utilities THIS PURCHASE AGREEMENT, dated as of March 31, 2010 AND SALE AGREEMENT (this “Agreement”)) is made and entered into as of the 17th day of November, 2006, by and between General Growth Properties, Inc.NO. 5 TIMES SQUARE DEVELOPMENT LLC, a Delaware corporation limited liability company (“GGP”), and The Xxxxxxxxx Xxxx, a series of Fairholme Funds, Inc., a Maryland corporation (“The Xxxxxxxxx XxxxSeller”) and Fairholme Focused Income FundAVR CROSSROADS LLC, a series of Fairholme Funds, Inc., a Maryland corporation, Delaware limited liability company (each, together with its permitted nominees and assigns, a “Purchaser”).. In consideration of the mutual promises, covenants and agreements hereinafter set forth and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:
Appears in 1 contract
Samples: Purchase and Sale Agreement (Boston Properties Inc)
LIST OF EXHIBITS AND SCHEDULES. Annex 1 Benchmark Replacement Setting Exhibit A: Plan Summary Term Sheet A Form of Assignment and Acceptance Exhibit B: Post-Bankruptcy GGP Corporate Structure B Form of Assignment Notice Exhibit C-1: Brookfield C Form of Borrowing Base Certificate Exhibit D Form of Compliance Certificate Exhibit E Form of Notice of Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Secured Bank Products Provider Agreement Exhibit C-2: Pershing Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Assets Exhibit F: H Form of Approval Order Notice of Elected Harvest Period Exhibit G: 2.1.2 Form of Warrant Agreement Revolver Note Exhibit H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: 2.2.3 Form of REIT Opinion Term Note Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: 2.3.2 Form of Non-Control Agreement Equipment Loan Note Exhibit N: Certain REIT Investors 2.4.4 Form of Capital Expenditure Loan Note Exhibit 2.6.5 Form of DDTL Note Exhibit 6.1(g) Form of Solvency Certificate Schedule I: GGO 1.1 Commitments of Lenders Schedule 8.5 Deposit Accounts Schedule 8.6.1 Business Locations Schedule 9.1.4 Names 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 Structure Schedule 9.1.5 Owned Real Estate Schedule 9.1.11 Patents, Trademarks, Copyrights 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 Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Schedule 9.1.20 Labor Contracts Schedule 10.2.1 Existing Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase 10.2.2 Existing Liens Schedule 10.2.5 Existing Investments Schedule 10.2.16 Existing Affiliate Transactions Schedule 14.3.1 Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENT, dated as of March 31, 2010 Addresses THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of December 13, 2022, among VINTAGE WINE ESTATES, INC., a Nevada corporation, f/k/a Bespoke Capital Acquisition Corp. (“Holdings”), by and between General Growth PropertiesVINTAGE WINE ESTATES, Inc.INC., a Delaware California corporation (“GGPBorrower Agent”), each Subsidiary of Borrower Agent party to this Agreement from time to time (together with Borrower Agent, each a “Borrower” and, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and The Xxxxxxxxx Xxxx, a series of Fairholme Funds, Inc., a Maryland corporation BANK OF THE WEST (“The Xxxxxxxxx XxxxBank of the West”) ), as administrative agent and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, collateral agent for the Lenders (eachin such capacity, together with its permitted nominees successors and assignsassigns in such capacity, a “PurchaserAgent”), Bank of the West, AgCountry Farm Credit Services, PCA, Rabo AgriFinance LLC and Compeer Financial PCA, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, collectively the “Joint Lead Arrangers”), Bank of the West, as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), Bank of the West, as syndication agent (in such capacity, together with its successors and assigns in such capacity, “Syndication Agent”), and Bank of the West as documentation agent (in such capacity, together with its successors and assigns in such capacity, the “Documentation Agent”).
Appears in 1 contract
Samples: Loan and Security Agreement (Vintage Wine Estates, Inc.)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A: Plan Summary Term Sheet A Certain Definitions Exhibit B: Post-Bankruptcy GGP Corporate Structure B Tax Covenant Exhibit C-1: Brookfield Agreement Exhibit C-2: Pershing Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Assets Exhibit F: C Form of Approval Order Loan Note Instrument Exhibit G: D Dispute Resolution Procedures Schedule 1.2A The A Sellers; The B Sellers; The Deferred Sellers Schedule 1.2B The Cash Cancel Sellers Schedules 1.2(b)(ii) Special Escrow Amount Schedule 1.2(c) Sellers’ Advisory Fees / Noble Payoff Schedule 1.3(b)(xi) Company Options Not To Be Accelerated Schedule 1.3(b)(xii) Options To Be Cash Cancelled Schedule 1.4 Form of Warrant Agreement Exhibit H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: Form Net Working Capital Statement Schedule 1.5 Allowance Schedule 1.6(a)(i) Maximum Aggregate Earn-Out Consideration Payment Schedule 1.6(a)(iv) One Year Bookings Threshold Schedule 1.6(a)(vii) Specified Company Products Schedule 1.6(a)(x) Specified OEM Development Work Schedule 1.6(b) One Year Bookings Threshold Schedule 1.6(b)(A) Maximum Aggregate Earn-Out Consideration Payment Schedule 1.6(e) Terms of REIT Opinion Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: Form Reference Schedule 3.5(d) Licensee; Action of Licensee Schedule 5.3(d)(ii)(A) Applicability of Liability Cap Schedule 5.3(d)(ii)(B) Applicability of Liability Cap Schedule 5.3(d)(ii)(C) Applicability of Liability Cap Schedule 6.7E Email Address Schedule 6.7F Facsimile Number Schedule Arma I Maximum Nominal Aggregate Earn-Out Consideration Payment for Purposes of Calculation of Arma Earn-Out Fee Schedule Arma II Maximum Aggregate Earn-Out Consideration Payment Schedule Insurance Insurance Premium Schedule Non-Party Shareholder Name of Non-Control Agreement Exhibit N: Certain REIT Investors Party Shareholder 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK Working Capital Amount Target Net Working Capital Amount THIS SHARE PURCHASE AGREEMENT, dated as of March 31, 2010 AGREEMENT (this the “Agreement”)) is made and entered into as of July 19, 2011, by and between General Growth Propertiesamong: Riverbed Technology Limited, a private limited company with registered number 5090414 formed under the laws of England (“Purchaser”); Riverbed Technology, Inc., a Delaware corporation corporation, as Guarantor (“GGPGuarantor”), and The Xxxxxxxxx Xxxx; the Persons holding shares of Zeus Technology Limited, a series private limited company formed under the laws of Fairholme Funds, Inc.England with registered number 03085230 (the “Company”) listed on Schedule 1.2A (such Persons listed on Schedule 1.2A collectively being referred to as the “Sellers”); the Persons listed on Schedule 1.2B; and Scottish Equity Partners LLP, a Maryland corporation limited liability partnership formed under the laws of Scotland with registered number SO301884, as the Sellers’ Agent (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, (each, together with its permitted nominees and assigns, a “Purchaser”as defined in Section 6.1).. Certain other capitalized terms used in this Agreement are defined in Exhibit A.
Appears in 1 contract
Samples: Share Purchase Agreement (Riverbed Technology, Inc.)
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 Defined Term Page 2006 Bank Loan 56 66 Act 40 50 Additional Financing 46 56 Additional Sales Period 56 Period. 66 Adequate Reserves 23 33 Affiliate 57 67 Agreement 1 11 Anticipated Debt Paydowns 46 56 Approval Motion 29 39 Approval Order 29 39 Asset Sales 47 57 Backstop Commitment 7 Commitment. 17 Backstop Consideration 8 18 Bankruptcy Cases 1 Cases. 11 Bankruptcy Code 1 11 Bankruptcy Court 1 11 Blue Sky 40 50 Brookfield Agreement 2 12 Brookfield Backstop Commitment 7 17 Brookfield Consortium Member 57 67 Brookfield Investor 2 12 Business Day 57 67 Capital Raising Activities 57 67 Cash Equivalents 57 67 Change of Control 57 67 Chapter 11 1 11 Claims 58 68 Closing 3 13 Closing Date 4 Date. 14 Closing Date Net Debt 58 68 Closing Date Net Debt W/O Reinstatement Adjustment and Permitted Claims Amounts 58 68 Closing Restraint 55 65 Code 17 27 Common Stock 1 Stock. 11 Company 1 11 Company Benefit Plan 59 69 Company Board 59 69 Company Disclosure Letter 9 19 Company Ground Lease Property 21 31 Company Mortgage Loan 22 32 Company Option Plans 10 20 Company Properties 19 29 Company Property 19 29 Company Property Lease 21 31 Company Rights Offering 4 14 Company SEC Reports 14 24 Competing Transaction 59 69 Conclusive Net Debt Adjustment Statement 59 69 Confirmation Order 43 53 Confirmed Debtors 67 Debtors. 77 Contract 60 70 Conversion Shares 60 70 Corporate Level Debt 60 70 Debt 60 70 Debtors 1 11 Designation Conditions 3 13 DIP Loan 60 70 Disclosure Statement 60 70 Disclosure Statement Order 43 53 Dispute Notice 38 48 Disputed Items 38 48 Effective Date 3 13 Eligible Holder 6 16 Encumbrances 19 29 Environmental Laws 16 26 Equity Exchange 1 11 Equity Securities 11 21 ERISA 60 70 ERISA Affiliate 17 27 Essential Assets 60 70 Excess Surplus Amount 61 71 Exchangeable Notes 61 71 Excluded Claims 61 71 Excluded Non-US Plans 17 27 Expiration Time 7 17 Fairholme 62 72 Foreign Plan 17 27 Fully Diluted Basis 62 72 GAAP 62 72 GGO 2 12 GGO Backstop Limit 7 17 GGO Common Share Amount 62 72 GGO Common Stock 5 15 GGO Minimum Allocation Right 7 17 GGO Note Amount 62 72 GGO Per Share Purchase Price 6 16 GGO Pro Rata Share 63 73 GGO Promissory Note 63 73 GGO Purchase Price 63 73 NY12528:446102.3 GGO Representative 5 15 GGO Rights Offering 6 16 GGO Rights Offering Shares 6 16 GGO Setup Costs 63 73 GGO Share Distribution 6 16 GGO Shares 63 73 GGO Warrants 30 GGP 1 40 GGP. 11 GGP Pro Rata Shares 63 73 Governmental Entity 63 73 Hazardous Materials 16 26 Xxxxxx Agreement 64 74 Xxxxxx Amount 63 73 Xxxxxx Heirs Obligations 64 74 Identified Assets 5 Assets. 15 Indebtedness 64 74 Indemnity Cap 39 49 Initial Investors 2 12 Investment Agreements 2 12 Joint Venture 64 74 Knowledge 64 74 Law 64 74 Liquidity Equity Issuances 64 74 Liquidity Target 56 Material Adverse Effect 65 75 Material Contract 65 75 Material Lease 21 31 Measurement Date 10 20 Most Recent Statement 19 29 MPC Assets 66 76 MPC Tax Reserve 66 76 MPC Taxes 66 Taxes. 76 Net Debt Excess Amount 66 76 Net Debt Surplus Amount 66 76 New Common Stock 1 11 New Debt 46 56 New Warrants 30 40 Non-Control Agreement 66 76 Non-Controlling Properties 66 76 NYSE 30 40 Offering Premium 67 77 Operating Partnership 67 77 PBGC 17 27 Per Share Purchase Price 3 13 Permitted Claims 67 77 Permitted Claims Amount 67 77 Permitted Replacement Shares 67 77 Permitted Title Exceptions 19 29 Pershing Agreement 2 12 Pershing Backstop Commitment 7 17 Pershing Purchasers 2 12 Person 67 77 Petition Date 1 Date. 11 Plan 1 11 Plan Debtors 67 77 Plan Summary Term Sheet 1 11 PMA Claims 67 Claims. 77 Preliminary Closing Date Net Debt Review Deadline 68 78 Preliminary Closing Date Net Debt Review Period 68 78 Preliminary Closing Date Net Debt Schedule 38 48 Proportionally Consolidated Debt 68 Debt. 78 Proportionally Consolidated Unrestricted Cash 68 Cash. 78 Proposed Approval Order 29 39 Proposed Securities 31 Purchase Group 68 41 Purchase Notice 8 18 Purchase Price 3 13 Purchaser 1 11 Purchaser Debt Holdings 60 70 Record Date 6 16 Refinance Cap 48 58 Reinstated Amounts 46 56 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 Xxxxxx 00 Xxxxxxxxxxxxx Xxxxxx. 78 REIT 24 34 REIT Subsidiary 24 Subsidiary. 34 Reorganized Company 1 11 Reorganized Company Organizational Documents 36 46 Reserve 67 77 Reserve Surplus Amount 69 79 Resolution Period 38 48 Right 6 16 Rights Agreement 69 79 Rights Offering Election 4 14 Xxxxx Bonds 69 79 Rule 144 41 51 Sales Cap 48 58 SEC 14 24 Securities Act 14 24 Share Cap Number 46 56 Share Equivalent 69 79 Shares 3 13 Significant Subsidiaries 69 79 Specified Debt 69 79 Subscription Agent 7 Agent. 17 Subscription Right 31 41 Subsidiary 69 79 Synthetic Lease Obligation 64 74 Target Net Debt 69 Debt. 79 Tax Protection Agreements 69 Agreements. 79 Tax Return 24 34 Taxes 23 33 Termination Date 70 80 Total Unsubscribed Shares 7 17 Transactions 70 80 TRUPS 70 80 Unrestricted Cash 70 80 Unrestricted Date 40 50 Unsecured Indebtedness 70 Indebtedness. 80 UPREIT Units 70 80 Warrant Agreement 29 39 Warrants 29 39 STOCK PURCHASE AGREEMENT, dated as of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and The Xxxxxxxxx Xxxx, a series of Fairholme Funds, Inc., a Maryland corporation (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, (each, together with its permitted nominees and assigns, a “Purchaser”).
Appears in 1 contract
Samples: Stock Purchase Agreement
LIST OF EXHIBITS AND SCHEDULES. Exhibit A: Plan Summary Term Sheet Description Exhibit B: PostA Company Financial Statements Schedule Description Schedule 3.4 Capitalization Schedule 3.6 No Breach of Statute or Contract Schedule 3.8 Absence of Undisclosed Liabilities Schedule 3.9 Absence of Certain Changes Schedule 3.10 Taxes Schedule 3.11 Contracts; Insurance Schedule 3.12 Litigation Schedule 3.13 Liens and Encumbrances Schedule 3.14 Compliance Schedule 3.17 Permits and Licenses Schedule 3.18 Banking Arrangements Schedule 3.20 Employee Benefit Plans Schedule 4.3 Subsidiary Schedule 4.4 Capitalization Schedule 4.6 No Breach of Statute or Contract Schedule 4.8 Financial Statements Schedule 4.11 Consents Schedule 4.12 Litigation Schedule 4.14 Absence of Certain Changes Schedule 4.15 Taxes Schedule 4.16 Contracts; Insurance Schedule 4.17 Liens and Encumbrances Schedule 4.18 Claims Against Intellectual Property Schedule 4.19 Compliance Schedule 4.21 Accounts and Notes Receivable Schedule 4.22 Permits and Licenses Schedule 4.23 Banking Arrangements Schedule 4.25 Employee Benefit Plans Schedule 4.28 Convertible Notes Schedule 4.30 Related party Transaction Schedule 6.1(g) Preferred C Designation Schedule 6.2(e) Opinion of Counsel Schedule 6.2(l) Xxxxxx Termination Agreement Schedule 6.2(n) Amendments to Convertible Notes Schedule 6.2(o) Securities Purchase Agreement (CP US) See attached. None. See attached. None. See attached. See attached. None. See attached. None. (1) Microsoft GOLD Certified Partner (2) VMware Technology Alliance Partner (3) HP Developer & Solution partner (4) CryptoCard (5) Fujitsu America Select Partner program See attached. VAEV Merger Sub Inc. The following subsidiaries are no longer active and have been administratively dissolved See attached. None. See attached. Consent of the Board of Directors. None known other than as disclosed in the Company’s SEC filings. None. None. The Crexent, LLC Lease $524.70 per month, expires on April 30, 2014 D&O Insurance Policy #11225503 expires October 3, 2014 Financed with Bank Direct 8 payments of $1,676.72 remain MDM Worldwide Solutions XBRL Mapping/Filing $1750.00 per filing Xxxxxxxx & Company 2013 Annual Audit $30,000-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield 35,000 2014 Quarterly Reviews $2,500 2014 Annual Audit $28,000-32,000 Xxxxxxxxx Xxxxxxxx-Xxxx Consulting Agreement Exhibit C-2: Pershing IBC Settlement Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Assets Exhibit F: Form & Stipulation $426,908.03 JLM Development JLM Development Proposal dated September 18, 2012 including budget 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 $125,000 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENT, dated as of March 31, 2010 (this “Agreement”), by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and The Xxxxxxxxx Xxxx, a series of Fairholme Funds, Inc., a Maryland corporation (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, (each, together with its permitted nominees and assigns, a “Purchaser”)Issue None. None.
Appears in 1 contract
LIST OF EXHIBITS AND SCHEDULES. Exhibit A: Plan Summary Term Sheet A Note Exhibit B: Post-Bankruptcy GGP Corporate Structure Exhibit C-1: Brookfield B Intercreditor Agreement Exhibit C-2: Pershing C Assignment and Acceptance Exhibit D Assignment Notice Exhibit E Security Agreement Exhibit D: REIT Representation Letter F Intellectual Property Security Agreement Exhibit E: GGO Assets G Guaranty Supplement Exhibit F: H Borrowing Base Certificate Exhibit I Compliance Certificate Exhibit J Lien Waiver Exhibit K Closing Checklist Exhibit L Form of Approval Order Mortgage Exhibit G: M 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-Deposit Account Control Agreement Exhibit N: Certain REIT Investors N Notice of Borrowing Exhibit O Notice of Conversion/Continuation Exhibit P UK Debenture Schedule I: GGO 1.1 Commitments of Lenders Schedule 1.2 Additional Borrowers Schedule 1.3 Subsidiary Guarantors Schedule 1.4 Foreign Subsidiaries Schedule 1.5 Existing Letters of Credit Schedule 1.6 Mortgaged Property Schedule 1.7 Agent’s Office Schedule 1.8 Designated Real Property Schedule 1.9 Endorsements Schedule 1.10 Title Policies Schedule 8.5 Deposit Accounts Schedule 8.6.1 Business Locations Schedule 9.1.4 Names 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 Structure Schedule 9.1.11 Intellectual Property 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 Schedule 9.1.14 Environmental Laws 16 Equity Exchange 1 Equity Securities 11 Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Schedule 9.1.20 Labor Contracts Schedule 9.1.23 Surviving Debt Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 10.2.2 Existing Liens Schedule 10.2.5 Existing Investments Schedule 10.2.7 Existing Loans and Advances Schedule 10.2.16 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENT, with Affiliates THIS LOAN AGREEMENT is dated as of March 31July 2, 2010 2009, among SOLO CUP COMPANY, a Delaware corporation (this the “AgreementCompany”), by and between General Growth Properties, Inc.SOLO CUP OPERATING CORPORATION, a Delaware corporation (“GGPSCOC” and, together with the Company and each Restricted Subsidiary (other than any Foreign Subsidiary) that is listed on Schedule 1.2, as the same may be amended from time to time pursuant to Section 15.1.1(g), the “Borrowers”), the Subsidiary Guarantors (as hereinafter defined), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), BANK OF AMERICA, N.A., a national banking association, as a co-collateral agent (in such capacity, a “Co-Collateral Agent”) and as administrative agent for the Lenders (in such capacity and, together with any successor in such capacity, the “Agent”), and The Xxxxxxxxx Xxxx, a series of Fairholme Funds, Inc., a Maryland corporation GENERAL ELECTRIC CAPITAL CORPORATION (“The Xxxxxxxxx XxxxGE Capital”) and Fairholme Focused Income Fund), as a series of Fairholme Funds, Inc., a Maryland corporation, co-collateral agent for the Lenders (each, together with its permitted nominees and assignsthe other Co-Collateral Agent, a the “PurchaserCollateral Agents”).
Appears in 1 contract
Samples: Loan Agreement (Solo Cup CO)
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: A Form of Approval Order Revolver Note Exhibit G: B [Reserved] Exhibit C Form of Warrant Agreement Notice of Conversion/Continuation Exhibit H: [Intentionally Omitted] Exhibit I: [Intentionally Omitted] Exhibit J: D Form of REIT Opinion Notice of Borrowing Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: E Form of Non-Control Agreement Compliance Certificate Exhibit N: Certain REIT Investors F Form of Opinion Contents Exhibit G Form of Assignment and Acceptance Exhibit H Form of Notice Exhibit I Letter of Credit Procurement Request Schedule I: GGO 7.1.1 Borrowers' Business Locations Schedule 7.1.2 Borrowers' Insurance Schedule 8.1.1 Jurisdictions in which Borrowers 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 each Subsidiary is Authorized to do Business Day 57 Schedule 8.1.4 Capital Raising Activities 57 Cash Equivalents 57 Change Structure 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 Borrowers Schedule 8.1.5 Corporate Names Schedule 8.1.12 Surety Obligations Schedule 8.1.13 Tax Identification Numbers of Borrowers and Subsidiaries Schedule 8.1.15 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.18 Contracts Restricting Borrowers' Right to Incur Debts; Surety Obligations Schedule 8.1.19 Litigation Schedule 8.1.21 Capitalized and Operating Leases Schedule 8.1.22 Pension Plans Schedule 8.1.24 Labor Contracts Schedule 9.2.5 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Non-Control Agreement 66 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt Liens Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENT9.2.8 Restrictions on Upstream Payments SIGNATURE VERSION LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made on July 1, dated as of March 31, 2010 (this “Agreement”)2003, by and between General Growth Properties, Inc.among DANKA OFFICE IMAGING COMPANY ("DOIC"), a Delaware corporation with its chief executive office and principal place of business at 00000 Xxxxx Xxxxxx Xxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000; and DANKA HOLDING COMPANY (“GGP”"Holding"), a Delaware corporation with its chief executive office and The Xxxxxxxxx principal place of business at 00000 Xxxxx Xxxxxx Xxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000 (DOIC, and Holding being referred to collectively as "Borrowers," and individually as a "Borrower"); DANKA BUSINESS SYSTEMS PLC (individually and in its capacity as a guarantor, "PLC"), a public limited company organized under the laws of England and Wales with its chief executive office and principal place of business at Masters House, 000 Xxxxxxxxxxx Xxxx, a series of Fairholme Funds, Inc.Xxxxxx X000XX Xxxxxxx; the various financial institutions listed on the signature pages hereof and their respective successors and permitted assigns which become "Lenders" as provided herein; and FLEET CAPITAL CORPORATION, a Maryland Rhode Island corporation with an office at 000 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, in its capacity as collateral and administrative agent for the Lenders pursuant to Section 12 hereof (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, (each, together with its permitted nominees and assignssuccessors in such capacity, a “Purchaser”"Agent"). Capitalized terms used in this Agreement have the meanings assigned to them in Appendix A, General Definitions.
Appears in 1 contract
Samples: Loan and Security Agreement (Danka Business Systems PLC)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A: Plan Summary Term Sheet A Map of Mine Areas Exhibit B: Post-Bankruptcy GGP Corporate Structure B Seller Bonds Exhibit C-1: Brookfield C Allocation Schedule Exhibit D Permit Operating Agreement Exhibit C-2: Pershing E-1 Special Warranty Deed Form Exhibit E-2 Lease Agreement Form Exhibit E-3 Sublease Agreement Form Exhibit E-4 Purchased Permits, Contracts, and Land Agreements Assignment and Assumption Agreement Form Exhibit E-5 Coal Leases Assignment and Assumption Agreement Form Exhibit E-6 Xxxx of Sale Form Exhibit E-7 Power of Attorney Form Exhibit E-8(a) Contract Mining and Reclamation Agreement Exhibit D: REIT Representation Letter Exhibit E: GGO Assets Exhibit F: Form of Approval Order Exhibit G: Form of Warrant E-8(b) Coal Sale Agreement Exhibit H: F [Intentionally OmittedReserved] Exhibit I: [Intentionally Omitted] G Transition Services Agreement Form Exhibit J: Form H Lease Guarantee Agreement Exhibit I Performance Guarantee Exhibit J Map of REIT Opinion Restricted Area Exhibit K: [Intentionally Omitted] Exhibit L: [Intentionally Omitted] Exhibit M: Form of Non-K Deposit Account Control Agreement Exhibit N: Certain REIT Investors L CAT Equipment Lease 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 W2.1(a) Owned Real Property Schedule 2.1(b) Land Agreements Schedule 2.1(c) Coal Leases Schedule 2.1(d) Purchased Permits Schedule 2.1(e) Contracts Schedule 2.1(f) Personal Property Schedule 2.1(l) Owned Surface Property to be Leased Schedule 2.1(m) Land Agreements to be Subleased Schedule 2.1(n) Mitigation Credits Schedule 2.2(g) Excluded Contracts Schedule 2.3(e) Cotiga North/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 Association Leases Schedule 2.4(f) – Part I Retained Liabilities Schedule 2.4(f) – Part II Exceptions to Retained Liabilities Schedule 4.3 Conflicts Schedule 4.4 Consents Schedule 4.5 Pending Litigation Schedule 4.9(a) 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 GGO Setup Costs 63 GGO Share Distribution 6 GGO Shares 63 GGO Warrants 30 GGP 1 GGP Pro Rata Shares 63 Governmental Entity 63 Hazardous Materials 16 Xxxxxx Agreement 64 Xxxxxx Amount 63 Xxxxxx Heirs Obligations 64 Identified Assets 5 Indebtedness 64 Indemnity Cap 39 Initial Investors 2 Investment Agreements 2 Joint Venture 64 Knowledge 64 Law 64 Liquidity Equity Issuances 64 Material Adverse Effect 65 Material Contract 65 Material Lease 21 Measurement Date 10 Most Recent Statement 19 MPC Assets 66 MPC Tax Reserve 66 MPC Taxes 66 Net Debt Excess Amount 66 Net Debt Surplus Amount 66 New Common Stock 1 New Debt 46 New Warrants 30 Compliance with Applicable Laws Schedule 4.9(b) Non-Control Agreement 66 Compliance with Surface Mining Laws Schedule 4.9(c) Outstanding Permit Applications Schedule 4.9(e) Citations Schedule 4.10 Non-Controlling Properties 66 NYSE 30 Offering Premium 67 Operating Partnership 67 PBGC 17 Per Share Purchase Price 3 Permitted Compliance with Safety Laws Schedule 4.12(a) Third Party Claims 67 Permitted Claims Amount 67 Permitted Replacement Shares 67 Permitted Title Exceptions 19 Pershing Agreement 2 Pershing Backstop Commitment 7 Pershing Purchasers 2 Person 67 Petition Date 1 Plan 1 Plan Debtors 67 Plan Summary Term Sheet 1 PMA Claims 67 Preliminary Closing Date Net Debt Review Deadline 68 Preliminary Closing Date Net Debt Review Period 68 Preliminary Closing Date Net Debt to Owned Real Property Schedule 38 Proportionally Consolidated Debt 68 Proportionally Consolidated Unrestricted Cash 68 Proposed Approval Order 29 Proposed Securities 31 Purchase Group 68 Purchase Notice 8 Purchase Price 3 Purchaser 1 Purchaser Debt Holdings 60 Record Date 6 Refinance Cap 48 Reinstated Amounts 46 Reinstatement Adjustment Amount 68 Reinstatement Amount 68 REIT 24 REIT Subsidiary 24 Reorganized Company 1 Reorganized Company Organizational Documents 36 Reserve 67 Reserve Surplus Amount 69 Resolution Period 38 Right 6 Rights Agreement 69 Rights Offering Election 4 Xxxxx Bonds 69 Rule 144 41 Sales Cap 48 SEC 14 Securities 4.12(b) Leasehold Property Assignments and Amendments Schedule 4.12(e) Recoupable Payments Schedule 4.12(f) Obligations Associated with March 25, 2005 Transaction Schedule 4.13(a) Environmental Matters Schedule 4.14 Taxes Schedule 4.15(d) Coal Act 14 Share Cap Number 46 Share Equivalent 69 Shares 3 Significant Subsidiaries 69 Specified Debt 69 Subscription Agent 7 Subscription Right 31 Subsidiary 69 Synthetic Lease Obligation 64 Target Net Debt 69 Tax Protection Agreements 69 Tax Return 24 Taxes 23 Termination Date 70 Total Unsubscribed Shares 7 Transactions 70 TRUPS 70 Unrestricted Cash 70 Unrestricted Date 40 Unsecured Indebtedness 70 UPREIT Units 70 Warrant Agreement 29 Warrants 29 STOCK PURCHASE AGREEMENT, dated as of March 31, 2010 (this “Agreement”), by Liabilities Schedule 4.16 Labor and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and The Xxxxxxxxx Xxxx, a series of Fairholme Funds, Inc., a Maryland corporation (“The Xxxxxxxxx Xxxx”) and Fairholme Focused Income Fund, a series of Fairholme Funds, Inc., a Maryland corporation, (each, together with its permitted nominees and assigns, a “Purchaser”).Employment Matters Schedule 4.17 Material Damage to Purchased Assets Schedule 4.19 Personal Property Valued at or More than $10,000
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