LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Assignment Exhibit B Form of Borrowing Base Report Exhibit C Form of Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of Notice of Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Perfection Certificate Exhibit H Form of Designated Borrower Request and Assumption Agreement Exhibit I Form of Designated Borrower Notice Exhibit J Form of Rolling Forecast Report Schedule 1.1 Commitments of Lenders Schedule 1.1(b) Account Debtors Schedule 2.2 Existing Letters of Credit Schedule 8.6 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 8.7.1 Collateral Locations Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws Schedule 9.1.20(a)Filing Offices Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material Contracts Schedule 10.1.15Post-Closing Undertakings Schedule 10.2.1(h)Debt Schedule 10.2.2 Liens Schedule 10.2.4 Investments Schedule 10.2.10Transactions with Affiliates THIS LOAN AND SECURITY AGREEMENT is dated as of June 29, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CSI COMPRESSCO LP, a Delaware limited partnership (the “Company”), CSI COMPRESSCO SUB INC., a Delaware corporation (“Sub Inc.”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company, (“Operating LLC” and collectively, with the Company and Sub Inc. the “Borrowers”), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as Lenders, BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.
Appears in 1 contract
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Assignment and Acceptance Exhibit B Form of Borrowing Base Report Assignment Notice Exhibit C Form of Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of Notice of Borrowing Exhibit D Form of Guaranty Exhibit E Form of Compliance Certificate Exhibit F Form of Notice of Conversion/Continuation U.S. Tax Compliance Certificate Exhibit G Form of Perfection Certificate Joinder Exhibit H Form of Designated Borrower Request and Assumption Agreement Exhibit I Form of Designated Borrower Notice Exhibit J Form of Rolling Forecast Report Initial Budget Schedule 1.1 Commitments of Lenders Schedule 1.1(b7.1(c) Account Debtors Commercial Tort Claims Schedule 2.2 Existing Letters of Credit 7.3(a) Equity Interests and Debt Securities Schedule 8.6 6.3 Conditions Subsequent Schedule 8.5 Deposit Accounts, Securities Accounts and Security Accounts, Commodity Accounts Schedule 8.7.1 Collateral Locations Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt 9.1.4 Names and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws 9.1.10 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.20(a)Filing Offices 9.1.15 Litigation Schedule 9.1.22 Locations of Offices 9.1.18 Labor Relations Schedule 9.1.27 Material Contracts 10.1.13 Milestones Schedule 10.1.15Post-Closing Undertakings 10.1.16 Immaterial Subsidiaries Schedule 10.2.1(h)Debt 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.4 Existing Investments Schedule 10.2.10Transactions with Affiliates 10.2.5 Agreed Sale Properties SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT THIS SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT is dated as of June 29December 22, 2018 2022 (as amended, restated, supplemented or otherwise modified from time to timetime in accordance with the terms hereof, this “Agreement”), by and among CSI COMPRESSCO LP(a) CORE SCIENTIFIC, a Delaware limited partnership (the “Company”), CSI COMPRESSCO SUB INC., a Delaware corporation and a debtor and debtor-in-possession in the Chapter 11 Cases, as the borrower of the Loans hereunder (the “Sub Inc.Borrower”), CSI COMPRESSCO OPERATING LLC(b) each SUBSIDIARY GUARANTOR, as a Delaware limited liability companyGuarantor, an Obligor, and a debtor and debtor-in-possession in the Chapter 11 Cases, (“Operating LLC” and collectively, with the Company and Sub Inc. the “Borrowers”), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions c) each Person party to this Agreement hereto from time to time as Lendersa LENDER, BANK OF AMERICAand (d) WILMINGTON SAVINGS FUND SOCIETY, N.A., a national banking associationFSB, as administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.. R E C I T A L S:
Appears in 1 contract
Samples: Loan and Security Agreement (Core Scientific, Inc./Tx)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Assignment and Acceptance Exhibit B Form of Borrowing Base Report Assignment Notice Exhibit C Form of Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of Notice of Borrowing Exhibit D Form of Guaranty Exhibit E Form of Compliance Certificate Exhibit F Form of Notice of Conversion/Continuation U.S. Tax Compliance Certificate Exhibit G Form of Perfection Certificate Joinder Exhibit H Form of Designated Borrower Request and Assumption Agreement Initial Budget Exhibit I Form of Designated Borrower Notice Global Intercompany Note Exhibit J Form of Rolling Forecast Variance Report Certificate Schedule 1.1 Commitments of Lenders Schedule 1.1(a) Subject Real Property Schedule 1.1(b) Account Debtors Commitment Letter Schedule 2.2 Existing Letters 6.2.1 List of Credit Closing Documents Schedule 8.6 6.3 Conditions Subsequent Schedule 7.1(c) Commercial Tort Claims Schedule 7.3(a) Equity Interests and Debt Securities Schedule 8.5 Deposit Accounts, Securities Accounts and Security Accounts, Commodity Accounts Schedule 8.7.1 Collateral Locations Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt 9.1.4 Names and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws 9.1.10 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.20(a)Filing Offices 9.1.15 Litigation Schedule 9.1.22 Locations of Offices 9.1.18 Labor Relations Schedule 9.1.27 Material Contracts 10.1.16 Immaterial Subsidiaries Schedule 10.1.15Post-Closing Undertakings Schedule 10.2.1(h)Debt 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.4 Existing Investments Schedule 10.2.10Transactions with Affiliates 10.2.16 Existing Affiliate Transactions THIS SENIOR SECURED SUPER-PRIORITY REPLACEMENT DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT is dated as of June 29February 27, 2018 2023 (as amended, restated, supplemented or otherwise modified from time to timetime in accordance with the terms hereof, including pursuant to the First Amendment (as defined below), this “Agreement”), by and among CSI COMPRESSCO LP(a) CORE SCIENTIFIC, a Delaware limited partnership (the “Company”), CSI COMPRESSCO SUB INC., a Delaware corporation and a debtor and debtor- in-possession in the Chapter 11 Cases (“Sub Inc.Core Scientific” or “Borrower”) and as authorized representative for all Obligors hereunder (in such capacity, the “Obligor Representative”), CSI COMPRESSCO OPERATING LLC(b) each SUBSIDIARY GUARANTOR, as a Delaware limited liability companyGuarantor, an Obligor, and a debtor and debtor-in-possession in the Chapter 11 Cases, (“Operating LLC” and collectively, with the Company and Sub Inc. the “Borrowers”), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions c) each Person party to this Agreement hereto from time to time as Lendersa LENDER, BANK OF AMERICAand (d) X. XXXXX COMMERCIAL CAPITAL, N.A., a national banking associationLLC, as administrative agent and collateral agent for Administrative Agent (the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.
Appears in 1 contract
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Assignment Exhibit B Form of Borrowing Base Report Exhibit C Form of Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of Notice of Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Perfection Certificate Exhibit H Form of Designated Borrower Request and Assumption Agreement Exhibit I Form of Designated Borrower Notice Exhibit J Form of Rolling Forecast Report Schedule 1.1 Commitments of Lenders Schedule 1.1(b) Account Debtors Schedule 2.2 Existing Letters of Credit Schedule 8.6 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 8.7.1 Collateral Locations Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws Schedule 9.1.20(a)Filing 9.1.20(a) Filing Offices Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material Contracts Schedule 10.1.15Post10.1.15 Post-Closing Undertakings Schedule 10.2.1(h)Debt 10.2.1(h) Debt Schedule 10.2.2 Liens Schedule 10.2.4 Investments Schedule 10.2.10Transactions 10.2.10 Transactions with Affiliates THIS LOAN AND SECURITY AGREEMENT is dated as of June 29, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CSI COMPRESSCO LP, a Delaware limited partnership (the “Company”), CSI COMPRESSCO SUB INC., a Delaware corporation (“Sub Inc.”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company, (“Operating LLC” and collectively, with the Company and Sub Inc. the “Borrowers”), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as Lenders, BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.
Appears in 1 contract
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Revolver Note Exhibit C Assignment and Acceptance Exhibit B Form of D Assignment Notice Exhibit E Borrowing Base Report Certificate Exhibit C Form of F Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of G Notice of Borrowing Exhibit F Form of H Notice of Conversion/Continuation Exhibit G Form of Perfection Certificate Exhibit H Form of Designated Borrower Request and Assumption Agreement Exhibit I Form of Designated Borrower Notice Joinder Exhibit J Form of Rolling Forecast Report Perfection Certificate Schedule 1.1 Revolver Commitments of Lenders Schedule 1.1(b) Account Debtors 7.1 Commercial Tort Claims Schedule 2.2 Existing Letters of Credit Schedule 8.6 8.5 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 8.7.1 8.6.1 Locations of Collateral Locations Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt 9.1.4 Names and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.20(a)Filing Offices 9.1.14 Environmental Matters Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material 9.1.15 Burdensome Contracts Schedule 10.1.15Post-9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.1.15 Post Closing Undertakings Covenants Schedule 10.2.1(h)Debt 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.4 10.2.6(I) Permitted Investments in Subsidiaries Schedule 10.2.10Transactions with Affiliates 10.2.6(II Permitted Investments as of the Effective Date Schedule 10.2.7 Permitted Asset Dispositions Schedule 10.2.15 Restrictive Agreements Schedule 10.2.18 Existing Affiliate Transactions Schedule 11.1 Events not Constituting an Event of Default THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of June 29April 12, 2018 2017 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CSI COMPRESSCO LPCOMMERCIAL VEHICLE GROUP, INC., a Delaware limited partnership corporation (the “Company”), CSI COMPRESSCO SUB INC., a Delaware corporation each other Borrower (“Sub Inc.”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company, as herein defined) from time to time party hereto (“Operating LLC” and collectivelytogether, with the Company and Sub Inc. the Company, collectively, “Borrowers”), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.
Appears in 1 contract
Samples: Loan and Security Agreement (Commercial Vehicle Group, Inc.)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A A— Form of Assignment and Acceptance Exhibit B B— Form of Borrowing Base Report Note Exhibit C B-1— Form of Compliance Certificate Designated Bank Note Exhibit D Form of Lien Waiver Exhibit E C— Form of Notice of Committed Borrowing Exhibit F D— Form of Notice of Conversion/Continuation Exhibit G E— List of Closing Documents Exhibit F— Form of Perfection Officer’s Certificate to Accompany Reports Exhibit H G— Sample Calculations of Financial Covenants Exhibit H— Form of Designated Borrower Money Market Quote Request and Assumption Agreement Exhibit I I— Form of Designated Borrower Notice Invitation for Money Market Quote Exhibit J J— Form of Rolling Forecast Report Money Market Quote Exhibit K— Form of Designation Agreement Schedule 1.1 Commitments 1.1.4 — Permitted Securities Options Schedule 1.1.5 — Unsecured Bond Offerings Schedule 7.1-A — Schedule of Lenders Organizational Documents Schedule 1.1(b) Account Debtors 7.1-C — Corporate Structure; Outstanding Capital Stock and Partnership Interests; Partnership Agreement Schedule 2.2 7.1-H — Indebtedness for Borrowed Money; Contingent Obligations Schedule 7.1-I — Pending Actions Schedule 7.1-P — Existing Letters of Environmental Matters Schedule 7.1-Q — ERISA Matters Schedule 7.1-T— Insurance Policies Schedule 15.21 — Retained Properties Credit Schedule 8.6 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 8.7.1 Collateral Locations Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws Schedule 9.1.20(a)Filing Offices Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material Contracts Schedule 10.1.15Post-Closing Undertakings Schedule 10.2.1(h)Debt Schedule 10.2.2 Liens Schedule 10.2.4 Investments Schedule 10.2.10Transactions with Affiliates THIS LOAN AND SECURITY AGREEMENT is Agreement dated as of June 29December 15, 2018 (2005 FORM OF ASSIGNMENT AND ACCEPTANCE ASSIGNMENT AND ACCEPTANCE This ASSIGNMENT AND ACCEPTANCE dated as amendedof , restated, supplemented or otherwise modified from time to time, this “Agreement”)200 , among CSI COMPRESSCO LP[Names of Assignor Lenders] (each, a Delaware limited partnership (the an “Company”), CSI COMPRESSCO SUB INC., a Delaware corporation (“Sub Inc.”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company, (“Operating LLCAssignor” and collectively, with the Company and Sub Inc. the “BorrowersAssignors”) and , , , (etc.) (each, an “Assignee” and collectively, the “Assignees”), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as Lenders, BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.
Appears in 1 contract
LIST OF EXHIBITS AND SCHEDULES. Exhibit A A-1 Form of Assignment US Term Note Exhibit A-2 Form of Canadian Term Note Exhibit B Form of Borrowing Base Report Assignment and Assumption Agreement Exhibit C Form of Compliance Information Certificate Exhibit D Form of Lien Waiver Exhibit E Form of Notice of Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Perfection Compliance Certificate Exhibit H Form of Designated Borrower Request and Assumption Agreement Exhibit I Form of Designated Borrower Notice Exhibit J Form of Rolling Forecast Report Schedule 1.1 1.1(a) Commitments of the Lenders Schedule 1.1(b) Account Debtors Excluded Subsidiaries Schedule 2.2 Existing Letters of Credit 1.1(c) Certain Store Closings Schedule 8.6 7.1 Commercial Tort Claims Schedule 7.2.1 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 8.7.1 Collateral 7.2.3 Credit Card Arrangements Schedule 8.3.3 Consignments Schedule 8.5.1 Business Locations Schedule 9.1.3 Approvals9.1.4 Names; Other Consents Capital Structure; Warrants, Etc. Schedule 9.1.5 Material Debt Former Names and Other Liabilities Companies Schedule 9.1.6 9.1.6(a) Real Estate Schedule 9.1.6(b) Investments Schedule 9.1.8 Financial Statements Schedule 9.1.12 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.15 Environmental Matters Schedule 9.1.16 Burdensome Agreements Schedule 9.1.17 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws Schedule 9.1.20(a)Filing Offices Schedule 9.1.22 Locations of Offices Schedule 9.1.27 9.1.19 Material Contracts Schedule 10.1.15Post-Closing Undertakings 9.1.20 Canadian Plans Schedule 10.2.1(h)Debt 9.1.22 Labor Contracts Schedule 9.1.25 Certain Transactions Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.4 Investments 10.2.7 Restrictions on Subsidiary Distributions (Contractual Obligations) Schedule 10.2.10Transactions with Affiliates 10.2.9(i) Trademarks Licensed to Excluded Subsidiaries THIS AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT is dated as of June 29(THIS “AGREEMENT”) IS ENTERED INTO AS OF JUNE 8, 2018 2011, AMONG MAYOR’S JEWELERS INC., A DELAWARE CORPORATION (as amended, restated, supplemented or otherwise modified from time to time, this THE “AgreementUS BORROWER”), among CSI COMPRESSCO LPBIRKS & MAYORS INC., a Delaware limited partnership A CANADIAN CORPORATION (the THE “CompanyCANADIAN BORROWER” AND, TOGETHER WITH THE US BORROWER, COLLECTIVELY, THE “BORROWERS” AND EACH INDIVIDUALLY, A “BORROWER”), CSI COMPRESSCO SUB EACH SUBSIDIARY OF THE BORROWERS FROM TIME TO TIME PARTY HERETO AS A GUARANTOR, EACH LENDER FROM TIME TO TIME PARTY HERETO (COLLECTIVELY, THE “LENDERS” AND EACH INDIVIDUALLY, A “LENDER”), GB MERCHANT PARTNERS, LLC, AS ADMINISTRATIVE AGENT AND CO-COLLATERAL AGENT (IN ITS INDIVIDUAL CAPACITY, “GB”) AND XXXXX FARGO CREDIT, INC., a Delaware corporation AS CO-COLLATERAL AGENT AND AS DOCUMENTATION AGENT (IN ITS INDIVIDUAL CAPACITY, “Sub Inc.WFC”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company, (“Operating LLC” and collectively, with the Company and Sub Inc. the “Borrowers”), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as Lenders, BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.
Appears in 1 contract
Samples: Term Loan and Security Agreement (Birks & Mayors Inc.)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Revolver Note Exhibit C Assignment and Acceptance Exhibit B Form of D Assignment Notice Exhibit E Borrowing Base Report Certificate Exhibit C Form of F Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of G Notice of Borrowing Exhibit F Form of H Notice of Conversion/Continuation Exhibit G Form of Perfection Certificate Exhibit H Form of Designated Borrower Request and Assumption Agreement Exhibit I Form of Designated Borrower Notice Exhibit J Form of Rolling Forecast Report Joinder Schedule 1.1 Revolver Commitments of Lenders Lenders* Schedule 1.1(b) Account Debtors 7.1 Commercial Tort Claims Schedule 2.2 Existing Letters of Credit 7.4 Mortgages* Schedule 8.6 8.5 Deposit Accounts, Securities Accounts * Schedule 8.6.1 Locations of Collateral Schedule 9.1.4 Names and Commodity Accounts Schedule 8.7.1 Collateral Locations Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws 9.1.11 Patents, Trademarks, Copyrights and Licenses* Schedule 9.1.20(a)Filing Offices 9.1.14 Environmental Matters* Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material 9.1.15 Burdensome Contracts Schedule 10.1.15Post-Closing Undertakings 9.1.16 Litigation* Schedule 10.2.1(h)Debt 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1 Existing Debt* Schedule 10.2.2 Existing Liens Schedule 10.2.4 10.2.5 Permitted Investments Schedule 10.2.10Transactions 10.2.7 Permitted Asset Dispositions* Schedule 10.2.15 Restrictive Agreements* Schedule 10.2.18 Existing Affiliate Transactions Schedule 11 Mandatory Costs Schedule 11.1 Events not Constituting an Event of Default * Schedules denoted with Affiliates an asterisk have been updated pursuant to Section 15.19 of this Agreement. THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of June 29November 15, 2018 2013 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CSI COMPRESSCO LPCOMMERCIAL VEHICLE GROUP, INC., a Delaware limited partnership corporation (the “Company”), CSI COMPRESSCO SUB INC., a Delaware corporation each other Borrower (“Sub Inc.”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company, as herein defined) from time to time party hereto (“Operating LLC” and collectivelytogether, with the Company and Sub Inc. the Company, collectively, “Borrowers”), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.
Appears in 1 contract
Samples: Loan and Security Agreement (Commercial Vehicle Group, Inc.)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Assignment Note Exhibit B Form of Borrowing Base Report Exhibit C Form of Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of Notice of Borrowing Exhibit F Form of C Notice of Conversion/Continuation Exhibit G D Assignment and Acceptance Exhibit E Assignment Notice Exhibit F-1 Form of Perfection Borrowing Base Case Certificate Exhibit H F-2 Form of Designated Borrower Request and Assumption Agreement Compliance Certificate Exhibit I G-1 Form of Designated Borrower Notice Member Agreement (Membership Program) Exhibit J G-2 Form of Rolling Forecast Report Supplier Agreement (Membership Program) Exhibit H-1 Form of Participant Agreement (Pinnacle Program) Exhibit H-2 Form of Dealer/Distributor Agreement (Pinnacle Program) Exhibit I-1 Form of Purchasing Participant Agreement (Purchasing Participation Program) Exhibit I-2 Form of Supplier Agreement (Purchasing Participation Program) Schedule 1.1 Commitments of Lenders Schedule 1.1(b6.1(s) Account Debtors No Offset Letters Schedule 2.2 Existing Letters of Credit Schedule 8.6 8.5 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 8.7.1 Collateral 8.6.1 Business Locations Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt 9.1.4 Names and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.8 Surety Obligations Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Compliance with Laws Litigation Schedule 9.1.20(a)Filing Offices 9.1.18 Pension Plans Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material 9.1.20 Labor Contracts Schedule 10.1.15Post10.1.10 Post-Closing Undertakings Schedule 10.2.1(h)Debt Matters Schedule 10.2.2 Existing Liens Schedule 10.2.4 10.2.5 Restricted Investments Schedule 10.2.10Transactions with Affiliates 10.2.7 Existing Affiliate Transactions THIS LOAN AND SECURITY AGREEMENT is dated as of June 29December 4, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”)2012, among CSI COMPRESSCO LPAMERIQUEST BUSINESS SERVICES, INC., a Delaware limited partnership New Jersey corporation (the “Company”), CSI COMPRESSCO SUB CORCENTRIC COLLECTIVE BUSINESS SYSTEM CORP., a Virginia corporation (“Corcentric”), AMERIQUEST LEASING & MAINTENANCE, INC., a Delaware corporation d/b/a Cure Leasing & Maintenance (“Sub Inc.Cure Leasing”), CSI COMPRESSCO OPERATING LLCAMERIQUEST REMARKETING SERVICES, INC., a Delaware limited liability company, Florida corporation (“Operating LLCAmeriQuest Remarketing” and together with the Company, Corcentric, Cure Leasing, and AmeriQuest Remarketing, collectively, with the Company and Sub Inc. the “Borrowers”), certain subsidiaries of the Borrowers named other parties from time to time signatory hereto as guarantors hereinObligors, 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 administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line LenderXXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, as Lead Arranger and Book Manager (“MLPF&S”).
Appears in 1 contract
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Assignment Term Loan Note Exhibit B Form of Borrowing Base Report Prepayment Notice Exhibit C Form of Assignment and Acceptance Exhibit D Assignment Notice Exhibit E [Reserved] Exhibit F Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of G Notice of Borrowing Exhibit F Form of H Notice of Conversion/Continuation Exhibit G Form of I [Reserved] Exhibit J Perfection Certificate Exhibit H Form of Designated Borrower Request and Assumption Agreement Exhibit I Form of Designated Borrower Notice Exhibit J Form of Rolling Forecast Report Schedule 1.1 Initial Term Loan Commitments of Lenders Schedule 1.1(b) Account Debtors 7.1 Commercial Tort Claims Schedule 2.2 Existing Letters of Credit 7.4 Mortgages Schedule 8.6 8.2 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 8.7.1 Collateral Locations Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt 9.1.4 Names and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.20(a)Filing Offices 9.1.14 Environmental Matters Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material 9.1.15 Burdensome Contracts Schedule 10.1.15Post9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.1.15 Post-Closing Undertakings Covenants Schedule 10.2.1(h)Debt 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.4 10.2.6(I) Permitted Effective Date Investments Schedule 10.2.10Transactions with Affiliates 10.2.6(II) Other Permitted Investments Schedule 10.2.7 Permitted Asset Dispositions Schedule 10.2.15 Restrictive Agreements Schedule 10.2.18 Existing Affiliate Transactions Schedule 11.1 Events not Constituting an Event of Default Schedule 15.4 Administrative Agent’s Office THIS TERM LOAN AND SECURITY AGREEMENT is dated as of June 29April 12, 2018 2017 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CSI COMPRESSCO LPCOMMERCIAL VEHICLE GROUP, a Delaware limited partnership (the “Company”), CSI COMPRESSCO SUB INC., a Delaware corporation (“Sub Inc.”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company, (“Operating LLC” and collectively, with the Company and Sub Inc. the “BorrowersBorrower”), certain subsidiaries of the Borrowers named Subsidiaries party to this Agreement from time to time as guarantors hereinGuarantors, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.
Appears in 1 contract
Samples: Term Loan and Security Agreement (Commercial Vehicle Group, Inc.)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A — Form of Assignment and Acceptance Exhibit B — Form of Borrowing Base Report Note Exhibit B-1 — Form of Designated Bank Note Exhibit C Form of Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E — Form of Notice of Committed Borrowing Exhibit F D — Form of Notice of Conversion/Continuation Exhibit G E — List of Closing Documents Exhibit F — Form of Perfection Officer’s Certificate to Accompany Reports Exhibit G — Sample Calculations of Financial Covenants Exhibit H — Form of Designated Borrower Money Market Quote Request and Assumption Exhibit I — Form of Invitation for Money Market Quote Exhibit J — Form of Money Market Quote Exhibit K — Form of Designation Agreement Exhibit I L — Form of Designated Qualified Borrower Notice Guaranty of Payment Exhibit J M — Form of Rolling Forecast Report Guaranty of Collection Exhibit N — Form of U.S. Tax Compliance Certificates Exhibit O — Form of Notice of Qualified Borrower Schedule 1.1 Commitments of Lenders — Allocations Schedule 1.1(b) Account Debtors 1.1.4 — Permitted Securities Options Schedule 2.2 1.1.5 — Unsecured Bond Offerings Schedule 3.6 — Existing Letters of Credit Schedule 8.6 Deposit Accounts7.1-A — Schedule of Organizational Documents Schedule 7.1-C — Corporate Structure; Outstanding Capital Stock and Partnership Interests; Partnership Agreement Schedule 7.1-H — Indebtedness for Borrowed Money; Contingent Obligations Schedule 7.1-I — Pending Actions Schedule 7.1-P — Existing Environmental Matters Schedule 7.1-Q — ERISA Matters Schedule 7.1-T — Insurance Policies This Amended and Restated Credit Agreement, Securities Accounts and Commodity Accounts Schedule 8.7.1 Collateral Locations Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws Schedule 9.1.20(a)Filing Offices Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material Contracts Schedule 10.1.15Post-Closing Undertakings Schedule 10.2.1(h)Debt Schedule 10.2.2 Liens Schedule 10.2.4 Investments Schedule 10.2.10Transactions with Affiliates THIS LOAN AND SECURITY AGREEMENT is dated as of June 29April 7, 2018 2014 (as amended, restated, supplemented or otherwise modified from time to time, this the “Agreement”)) is entered into among SIMON PROPERTY GROUP, among CSI COMPRESSCO LPL.P., the Qualified Borrowers party hereto, the institutions from time to time a Delaware limited partnership (party hereto as Lenders, whether by execution of this Agreement or an Assignment and Acceptance, the “Company”)institutions from time to time a party hereto as Co-Agents, CSI COMPRESSCO SUB INC.whether by execution of this Agreement or an Assignment and Acceptance, a Delaware corporation (“Sub Inc.”)and XX XXXXXX XXXXX BANK, CSI COMPRESSCO OPERATING N.A., as Administrative Agent, X.X. XXXXXX SECURITIES LLC, a Delaware limited liability companyas joint lead arranger and joint bookrunner, (“Operating LLC” XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, as joint lead arranger and collectively, with the Company and Sub Inc. the “Borrowers”), certain subsidiaries of the Borrowers named as guarantors hereinjoint bookrunner, the financial institutions party listed on the cover page to this Agreement from time to time as Lenders“Joint Lead Arrangers”, as joint lead arrangers, BANK OF AMERICA, N.A., a national banking associationas Syndication Agent, the financial institutions listed on the cover page to this Agreement as “Co-Syndication Agents”, as administrative agent Co-Syndication Agents, the financial institutions listed on the cover page to this Agreement as “Co-Documentation Agents”, as Co-Documentation Agents, the financial institutions listed on the cover page to this Agreement as “Senior Managing Agents”, as Senior Managing Agents, and collateral agent for the Lenders (in such capacitiesfinancial institutions listed on the cover page to this Agreement as “Managing Agents”, “Administrative Agent”), Issuing Bank and Swing Line Lenderas Managing Agents.
Appears in 1 contract
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Assignment Revolver Note Exhibit B Form of Intentionally Omitted Exhibit C Assignment and Acceptance Exhibit D Assignment Notice Exhibit E Borrowing Base Report Certificate Exhibit C Form of F Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of G Notice of Borrowing Exhibit F Form of H Notice of Conversion/Continuation Exhibit G Form of Perfection Certificate Exhibit H Form of Designated Borrower Request and Assumption Agreement Exhibit I Form of Designated Borrower Notice Joinder Exhibit J Form of Rolling Forecast Report Perfection Certificate Schedule 1.1 Revolver Commitments of Lenders Schedule 1.1(b) Account Debtors 7.1 Commercial Tort Claims Schedule 2.2 Existing Letters of Credit Schedule 8.6 8.5 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 8.7.1 8.6.1 Locations of Collateral Locations Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt 9.1.4 Names and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.20(a)Filing Offices 9.1.14 Environmental Matters Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material 9.1.15 Burdensome Contracts Schedule 10.1.15Post-9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.1.15 Post Closing Undertakings Covenants Schedule 10.2.1(h)Debt 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.4 10.2.6(I) Permitted Investments in Subsidiaries Schedule 10.2.10Transactions with Affiliates 10.2.6(II Permitted Investments as of the Effective Date Schedule 10.2.7 Permitted Asset Dispositions Schedule 10.2.15 Restrictive Agreements Schedule 10.2.18 Existing Affiliate Transactions Schedule 11.1 Events not Constituting an Event of Default THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of June 29April 12, 2018 2017 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CSI COMPRESSCO LPCOMMERCIAL VEHICLE GROUP, INC., a Delaware limited partnership corporation (the “Company”), CSI COMPRESSCO SUB INC., a Delaware corporation each other Borrower (“Sub Inc.”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company, as herein defined) from time to time party hereto (“Operating LLC” and collectivelytogether, with the Company and Sub Inc. the Company, collectively, “Borrowers”), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.
Appears in 1 contract
Samples: Loan and Security Agreement (Commercial Vehicle Group, Inc.)
LIST OF EXHIBITS AND SCHEDULES. Exhibits -------- Exhibit A Form of Assignment 1.2(G) - LIBOR Loan Request Exhibit B Form of Borrowing Base Report 1.5(B) - Excess Cash Flow Computation Exhibit C Form of 4.8(C) - Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of Notice of 4.8(E) - Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Perfection Base Certificate Exhibit H Form 10.1(A) - Notes Schedules --------- Schedule 3.2(A)(10) - Liens Schedule 3.4 - Contingent Obligations Schedule 3.8 - Affiliate Transactions Schedule 3.9 - Business Description Schedule 5.4(A) - Jurisdictions of Designated Borrower Request Organization Schedule 5.4(B) - Capitalization Schedule 5.4(D) - Foreign Qualifications Schedule 5.6 - Intellectual Property Schedule 5.7 - Investigations and Assumption Agreement Exhibit I Form Audits Schedule 5.8 - Employee Matters Schedule 7.1 - List of Designated Borrower Notice Exhibit J Form of Rolling Forecast Report Schedule 1.1 Commitments of Lenders Schedule 1.1(b) Account Debtors Schedule 2.2 Existing Letters of Credit Schedule 8.6 Deposit Accounts, Securities Accounts and Commodity Closing Documents Subschedule 1 - Litigation Subschedule 2 - Employee Benefit Plan Subschedule 3 - Closing Fees Subschedule 4 - Investments Subschedule 5 - Derivatives Subschedule 6 - Bank Accounts Schedule 8.7.1 Collateral Locations 10.1(A) - Pro Forma Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt 10.1(B) - Indebtedness to be Repaid EXHIBIT 1.2(G) LIBOR RATE LOAN REQUEST OPINION RESEARCH CORPORATION __________, ____ Xxxxxx Financial, Inc., as Agent 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Portfolio Analyst Corporate Finance Group Ladies and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws Schedule 9.1.20(a)Filing Offices Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material Contracts Schedule 10.1.15Post-Closing Undertakings Schedule 10.2.1(h)Debt Schedule 10.2.2 Liens Schedule 10.2.4 Investments Schedule 10.2.10Transactions with Affiliates THIS LOAN AND SECURITY AGREEMENT is Gentlemen: We refer to the Credit Agreement dated as of June 29May __, 2018 1999 (as the same has been or may hereafter be amended, restatedmodified or supplemented, supplemented or otherwise modified from time to timethe "Credit Agreement") among the undersigned, this “Agreement”)ORC, among CSI COMPRESSCO LPInc., a Delaware limited partnership (the “Company”)corporation, CSI COMPRESSCO SUB INC.Xxxxxx Financial, Inc., a Delaware corporation (“Sub Inc.”)corporation, CSI COMPRESSCO OPERATING LLC, as Agent and a Delaware limited liability company, (“Operating LLC” Lender and collectively, with the Company and Sub Inc. the “Borrowers”), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions party to this Agreement other Lenders from time to time as Lendersparty thereto. Capitalized terms used but not defined herein have the meanings given to them in the Credit Agreement. Pursuant to subsection 1.2(G) of the Credit Agreement, BANK OF AMERICAParent, N.A.on behalf of Borrowers, a national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.hereby:
Appears in 1 contract
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Assignment Revolving Credit Note Exhibit B Form of Notice of Revolving Credit Borrowing Base Report Exhibit C Form of Compliance Certificate Exhibit D Form of Lien Waiver Pricing Notice Exhibit E Form of Notice of Borrowing Amendment to Collateral Documents and Credit Support Agreements Exhibit F Form of Notice Opinion of Conversion/Continuation Borrower's Counsel Exhibit G Form of Perfection Certificate Exhibit H Form Assignment and Acceptance Agreement Schedule 1 Schedule of Designated Borrower Request Commitment Percentages Schedule 2 Pricing Schedule Schedule 5.4 Schedule of Subsidiaries Schedule 5.9 Schedule of Financial Statements Schedule 5.11 Schedule of Partnership Interests Schedule 5.13 Schedule of Licenses, Patents, Copyrights and Assumption Agreement Exhibit I Form Trademarks Schedule 5.15 Schedule of Designated Borrower Notice Exhibit J Form Pension Plans Schedule 5.16 Schedule of Rolling Forecast Report Indebtedness, Liens, Charges and Encumbrances Schedule 1.1 Commitments 5.17 Environmental Matters Schedule 8.4 Schedule of Lenders Schedule 1.1(b) Account Debtors Schedule 2.2 Existing Letters of Credit Schedule 8.6 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 8.7.1 Collateral Locations Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws Schedule 9.1.20(a)Filing Offices Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material Contracts Schedule 10.1.15Post-Closing Undertakings Schedule 10.2.1(h)Debt Schedule 10.2.2 Liens Schedule 10.2.4 Investments Schedule 10.2.10Transactions with Affiliates THIS LOAN Insurance AMENDED AND SECURITY RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT is dated entered into as of June 29October 31, 2018 2000 by and among BOSTON CELTICS LIMITED PARTNERSHIP II, a Delaware limited partnership (the "Existing Borrower") and BOSTON CELTICS LIMITED PARTNERSHIP, a Delaware limited partnership ("BCLP", and in its capacity as a borrower hereunder, the "New Borrower"), THE ROYAL BANK OF SCOTLAND, plc (the "Existing Lender"), the other Lenders (as defined below) from time to time party hereto, and CITIZENS BANK OF MASSACHUSETTS, a Massachusetts bank, as agent for the Lenders (together with its successors and assigns hereunder, the "Agent") (this Amended and Restated Credit Agreement, as amended, restated, supplemented or otherwise modified from time to timetime in accordance with the terms hereof, this “"Agreement”"), among CSI COMPRESSCO LP, a Delaware limited partnership (the “Company”), CSI COMPRESSCO SUB INC., a Delaware corporation (“Sub Inc.”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company, (“Operating LLC” and collectively, with the Company and Sub Inc. the “Borrowers”), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as Lenders, BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.
Appears in 1 contract
Samples: Credit Agreement (Boston Celtics Limited Partnership Ii /De/)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A A. Description of the Water Supply, Treatment and Storage System Exhibit B. Form of Assignment Exhibit B Form of Borrowing Base Report Exhibit C Form of Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of Notice of Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Perfection Certificate Exhibit H Form of Designated Borrower Request and Assumption Agreement Exhibit I C. Form of Designated Borrower Notice Xxxx of Sale Exhibit J D. Tariff Exhibit E. List of Written Contracts to Which Borough is a Party which Relate to the System Exhibit F. Form of Rolling Forecast Report Assignment and Grant of Easements, Rights of Way and other Property Exhibit G. Form of General Assignment Exhibit H. Disclosure Schedule 1.1 Commitments to the Agreement of Lenders Sale Schedule 1.1(b2.1(C) Account Debtors Title to Assets Schedule 2.2 Existing Letters of Credit 2.1(D) Litigation Schedule 8.6 Deposit Accounts, Securities Accounts and Commodity Accounts 2.1(F) Reimbursement Obligations Schedule 8.7.1 Collateral Locations 2.1(G) System Compliance Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt and Other 2.1(I) No Undisclosed Liabilities Schedule 9.1.6 Litigation 2.1(L) Real Property Schedule 9.1.11 Capital Structure 2.1(M) Sufficiency of Purchased Assets Schedule 9.1.16 2.1(O) Personal Property Schedule 2.1(P) Consents, Orders, and Permits Applicable to the Borough Schedule 2.1(Q) Compliance with Laws Schedule 9.1.20(a)Filing Offices 2.1(R) Required Consents, Permits, and Orders Schedule 9.1.22 Locations of Offices 2.1(T) Contracts, Instruments, Etc. Schedule 9.1.27 Material 2.1(V) Compliance with Environmental Laws Schedule 2.1(W) Water Quality Schedule 4.2 Excluded Items Schedule 5.1(O) New Contracts Schedule 10.1.15Post-Closing Undertakings Schedule 10.2.1(h)Debt Schedule 10.2.2 Liens Schedule 10.2.4 Investments Schedule 10.2.10Transactions with Affiliates 5.1(P) Capital Expenditure Budget Exhibit I. Escrow Agreement Exhibit J. Customer Service Standards and Customer Service Plan Exhibit K. Capital Improvements Exhibit L. Buyer’s PFAS Plan Exhibit M. Rate Stabilization Covenant THIS LOAN AND SECURITY AGREEMENT is dated as of June 29, 2018 OF SALE (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CSI COMPRESSCO LPdated as of [ ], 2021 is made and entered into by and between the BOROUGH OF ALLENDALE, a Delaware limited partnership public body corporate and politic in Bergen County in the State of New Jersey (the “CompanyBorough”), CSI COMPRESSCO SUB ) and SUEZ WATER NEW JERSEY INC., a Delaware New Jersey corporation with principal corporate offices at 000 Xxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxx Xxxxxx 00000 (the “Sub Inc.Buyer”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company, (“Operating LLC” . The Buyer and collectively, with the Company and Sub Inc. Borough are referred to collectively herein as the “BorrowersParties.”), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as Lenders, BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.
Appears in 1 contract
Samples: Agreement of Sale
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Assignment Exhibit B Form of Borrowing Base Report Exhibit C Form of Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of Notice of Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Perfection Certificate Exhibit H Form of Designated Borrower Request and Assumption Agreement Exhibit I Form of Designated Borrower Notice Exhibit J Form of Rolling Forecast Report Schedule 1.1 Commitments of Lenders Schedule 1.1(b) Account Debtors Schedule 2.2 Existing Letters of Credit Schedule 8.6 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 8.7.1 Collateral Locations Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws Schedule 9.1.20(a)Filing 9.1.20(a) Filing Offices Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material Contracts Schedule 10.1.15Post10.1.15 Post-Closing Undertakings Schedule 10.2.1(h)Debt 10.2.1(h) Debt Schedule 10.2.2 Liens Schedule 10.2.4 Investments Schedule 10.2.10Transactions 10.2.10 Transactions with Affiliates THIS LOAN AND SECURITY AGREEMENT is dated as of June 29, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CSI COMPRESSCO LP, a Delaware limited partnership (the “Company”), CSI COMPRESSCO SUB INC., a Delaware corporation (“Sub Inc.”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company, (“Operating LLC” and collectively, with the Company and Sub Inc. the “Borrowers”), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as Lenders, BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.
Appears in 1 contract
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Assignment and Acceptance Exhibit B Form of Borrowing Base Report Assignment Notice Exhibit C Form of Compliance Borrowing Base Certificate Exhibit D Form of Lien Waiver Compliance Certificate Exhibit E Form of Notice of Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Perfection Certificate Notice of Elected Harvest Period Exhibit H Form of Designated Borrower Request and Assumption Secured Bank Products Provider Agreement Exhibit I 2.1.2 Form of Designated Borrower Notice First Lien Revolver Note Exhibit J 2.2.2 Form of Rolling Forecast Report First Lien Term Note Exhibit 2.3.4 Form of First Lien Capital Expenditure Note Exhibit 6.1(j) Form of Solvency Certificate Schedule 1.1 Commitments of Lenders Schedule 1.1(b) Account Debtors Schedule 2.2 Existing Letters of Credit Schedule 8.6 8.5 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 8.7.1 Collateral 8.6.1 Business Locations Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt 9.1.4 Names and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.5 Owned Real Estate Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Compliance with Laws Litigation Schedule 9.1.20(a)Filing Offices 9.1.18 Pension Plans Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material 9.1.20 Labor Contracts Schedule 10.1.15Post-Closing Undertakings Schedule 10.2.1(h)Debt Schedule 10.2.2 Existing Liens Schedule 10.2.4 10.2.5 Existing Investments Schedule 10.2.10Transactions with Affiliates 10.2.16 Existing Affiliate Transactions Schedule 14.3.1 Notice Addresses THIS FIRST LIEN LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of June 29October 14, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”)2016, among CSI COMPRESSCO LPMALLARD INTERMEDIATE, a Delaware limited partnership (the “Company”), CSI COMPRESSCO SUB INC., a Delaware corporation (“Sub Inc.Intermediate Holdco”), CSI COMPRESSCO OPERATING LLCMALLARD BUYER CORP., a Delaware limited liability company, corporation (“Operating LLCBorrower Agent”), each other Subsidiary of Intermediate Holdco party to this Agreement from time to time, including the Project Vine Targets identified below (together with the Borrower Agent, each a “Borrower” and and, collectively, with the Company and Sub Inc. the “Borrowers”), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking associationTHE WEST (“Bank of the West”), as administrative agent and collateral agent for the Lenders (in such capacitiescapacity, together with its successors and assigns in such capacity, “Administrative Agent”), Issuing Bank of the West, ING CAPITAL LLC (“ING Capital”) and Swing Line LenderAMERICAN AGCREDIT, PCA (“American AgCredit”), as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), Bank of the West, ING Capital and American AgCredit, as joint book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Book Runners”), ING Capital, as syndication agent (in such capacity, together with its successors and assigns in such capacity, “Syndication Agent”), and AGSTAR FINANCIAL SERVICES, PCA/FLCA, CITY NATIONAL BANK and MUFG UNION BANK, N.A., as co-documentation agents (in such capacity, together with their respective successors and assigns in such capacity, “Co-Documentation Agents”).
Appears in 1 contract
Samples: First Lien Loan and Security Agreement (Duckhorn Portfolio, Inc.)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A A: Form of Assignment Term Loan Note Exhibit B B: Form of Borrowing Base Report Exhibit C Form of Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of C: Notice of Borrowing Exhibit F Form of D: Notice of ConversionContinuation/Continuation Exhibit G Form Conversion Schedule 6.3: Qualification as Foreign Corporation Schedule 6.5: Borrower's Subsidiaries Schedule 6.9: Obligations and Debts Schedule 6.11: Real Estate Leases Schedule 6.12: Proprietary Rights Schedule 6.13: Tradenames Schedule 6.14: Pending Claims Schedule 6.15: Labor Disputes Schedule 6.16: Environmental Disclosures Schedule 6.26: Bank Accounts EXHIBIT A FORM OF TERM LOAN NOTE ---------------------- EXHIBIT B FORM OF BORROWING BASE CERTIFICATE ---------------------------------- EXHIBIT C NOTICE OF BORROWING ------------------- Date: ______________, 200_ To: Bank of Perfection Certificate Exhibit H Form of Designated Borrower Request and Assumption America, N.A. as the Lender ("Lender") who is party to the Credit Agreement Exhibit I Form of Designated Borrower Notice Exhibit J Form of Rolling Forecast Report Schedule 1.1 Commitments of Lenders Schedule 1.1(b) Account Debtors Schedule 2.2 Existing Letters of Credit Schedule 8.6 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 8.7.1 Collateral Locations Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws Schedule 9.1.20(a)Filing Offices Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material Contracts Schedule 10.1.15Post-Closing Undertakings Schedule 10.2.1(h)Debt Schedule 10.2.2 Liens Schedule 10.2.4 Investments Schedule 10.2.10Transactions with Affiliates THIS LOAN AND SECURITY AGREEMENT is dated as of June 29September 24, 2018 2001 (as amendedextended, restatedrenewed, supplemented amended or otherwise modified restated from time to time, this “the "Credit Agreement”") between Xxxxx Instruments Corp. and Bank of America, N.A., as Lender. Ladies and Gentlemen: The undersigned, Xxxxx Instruments Corp. (the "Borrower"), among CSI COMPRESSCO LPrefers to the Credit Agreement, a Delaware limited partnership (the “Company”)terms defined therein being used herein as therein defined, CSI COMPRESSCO SUB INC., a Delaware corporation (“Sub Inc.”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company, (“Operating LLC” and collectively, with the Company and Sub Inc. the “Borrowers”), certain subsidiaries hereby gives you notice irrevocably of the Borrowers named Borrowing specified below:
1. The Business Day of the proposed Borrowing is _________, 200__.
2. The aggregate amount of the proposed Borrowing is $___________.
3. The Borrowing is to be comprised of $__________of Base Rate and $______________ of LIBOR Rate Loans.
4. The duration of the Interest Period for the LIBOR Rate Loans, if any, included in the Borrowing shall be _____ months. The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom:
(a) The representations and warranties of the Borrower contained in the Credit Agreement are true and correct as guarantors hereinthough made on and as of such date;
(b) No Default or Event of Default has occurred and is continuing, or would result from such proposed Borrowing; and
(c) The proposed Borrowing will not cause the financial institutions party aggregate principal amount of all outstanding Revolving Loans [plus the aggregate amount available for drawing under all outstanding Letters of Credit], to this exceed the Borrowing Base or the Revolving Loan Commitment of the Lender. XXXXX INSTRUMENTS CORP. By: ------------------------------- Title: ----------------------------
C-1 EXHIBIT D NOTICE OF CONTINUATION/CONVERSION --------------------------------- Date: _______________, 200_ To: Bank of America, N.A. as the Lender ("Lender") to the Credit Agreement dated as of September 24, 2001 (as extended, renewed, amended or restated from time to time as Lenderstime, BANK OF AMERICAthe "Credit Agreement") between Xxxxx Instruments Corp. and Bank of America, N.A., a national banking associationas Lender. Ladies and Gentlemen: The undersigned, Xxxxx Instruments Corp. (the "Borrower"), refers to the Credit Agreement, the terms defined therein being used herein as administrative agent therein defined, and collateral agent hereby gives you notice irrevocably of the [conversion] [continuation] of the Loans specified herein, that:
1. The Continuation/Conversion Date is _________________, 200__.
2. The aggregate amount of the Loans to be [converted] [continued] is $___________.
3. The Loans are to be [converted into] [continued as] [LIBOR Rate] [Base Rate] Loans.
4. The duration of the Interest Period for the Lenders (LIBOR Rate Loans included in such capacitiesthe [conversion] [continuation] shall be _______ months. The undersigned hereby certifies that the following statements are true on the date hereof, “Administrative Agent”)and will be true on the proposed Continuation/Conversion Date, Issuing Bank before and Swing Line Lender.after giving effect thereto and to the application of the proceeds therefrom:
Appears in 1 contract
LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 Tranche A Form of Revolver Note Exhibit A-2 Tranche B Revolver Note Exhibit C Assignment and Acceptance Exhibit B Form of D Assignment Notice Exhibit E Borrowing Base Report Certificate Exhibit C Form of F Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of G Notice of Borrowing Exhibit F Form of H Notice of Conversion/Continuation Exhibit G Form of Perfection Certificate Exhibit H Form of Designated Borrower Request and Assumption Agreement Exhibit I Form of Designated Borrower Notice Joinder Exhibit J Form of Rolling Forecast Report Perfection Certificate Schedule 1.1 Revolver Commitments of Lenders Schedule 1.1(b) Account Debtors 7.1 Commercial Tort Claims Schedule 2.2 Existing Letters of Credit Schedule 8.6 8.5 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 8.7.1 8.6.1 Locations of Collateral Locations Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt 9.1.4 Names and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.20(a)Filing Offices 9.1.14 Environmental Matters Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material 9.1.15 Burdensome Contracts Schedule 10.1.15Post-9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.1.15 Post Closing Undertakings Covenants Schedule 10.2.1(h)Debt 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.4 10.2.6(I) Permitted Investments in Subsidiaries Schedule 10.2.10Transactions with Affiliates 10.2.6(II Permitted Investments as of the Effective Date Schedule 10.2.7 Permitted Asset Dispositions Schedule 10.2.15 Restrictive Agreements Schedule 10.2.18 Existing Affiliate Transactions Schedule 11.1 Events not Constituting an Event of Default THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of June 29April 12, 2018 2017 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CSI COMPRESSCO LPCOMMERCIAL VEHICLE GROUP, INC., a Delaware limited partnership corporation (the “Company”), CSI COMPRESSCO SUB INC., a Delaware corporation each other Borrower (“Sub Inc.”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company, as herein defined) from time to time party hereto (“Operating LLC” and collectivelytogether, with the Company and Sub Inc. the Company, collectively, “Borrowers”), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.
Appears in 1 contract
Samples: Loan and Security Agreement (Commercial Vehicle Group, Inc.)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Assignment and Acceptance Exhibit B B-1 Form of Borrowing Base Report Note Exhibit B-2 Form of Designated Bank Note Exhibit C Form of Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of Notice of Borrowing Exhibit F D Form of Notice of Conversion/Continuation Conversion /Continuation Exhibit E List of Closing Documents Exhibit F Form of Compliance Certificate to Accompany Reports Exhibit G Form Sample of Perfection Certificate Calculations of Financial Covenants Exhibit H Form of Designated Borrower Competitive Bid Quote Request and Assumption Agreement Exhibit I Form of Designated Borrower Notice Invitation for Competitive Bid Quote Exhibit J Form of Rolling Forecast Report Competitive Bid Quote Exhibit K Form of Designation Agreement Exhibit L Form of Guaranty Schedule 1.1 Commitments of Lenders Schedule 1.1(b) Account Debtors Schedule 2.2 1.1.1 Existing Letters of Credit Schedule 8.6 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 8.7.1 Collateral Locations Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws Schedule 9.1.20(a)Filing Offices Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material Contracts Schedule 10.1.15Post-Closing Undertakings Schedule 10.2.1(h)Debt Schedule 10.2.2 Permitted Liens Schedule 10.2.4 Investments 1.1.2 Permitted Securities Options Schedule 10.2.10Transactions with Affiliates THIS LOAN 6.1(d) Equity Changes Schedule 7.1-A Organizational Documents Schedule 7.1-C Corporate Structure; Outstanding Capital Stock and Partnership Interests; Partnership Agreement Schedule 7.1-H Indebtedness for Borrowed Money; Contingent Obligations Schedule 7.1-I Pending Actions Schedule 7.1-P Environmental Matters Schedule 7.1-Q ERISA Matters Schedule 7.1-R Securities Activities Schedule 7.1-T Insurance Policies AMENDED AND SECURITY RESTATED CREDIT AGREEMENT is This Amended and Restated Credit Agreement dated as of June 29September 7, 2018 2000 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”)the "AGREEMENT") is entered into among RECKSON OPERATING PARTNERSHIP, among CSI COMPRESSCO LPL.P., a Delaware limited partnership (the “Company”"RECKSON"), CSI COMPRESSCO SUB INC., a Delaware corporation (“Sub Inc.”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company, (“Operating LLC” and collectively, with the Company and Sub Inc. the “Borrowers”), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time a party hereto as Lenders, whether by execution of this Agreement or an Assignment and Acceptance, THE CHASE MANHATTAN BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank UBS WARBURG LLC as Syndication Agent, DEUTSCHE BANK as Documentation Agent, and Swing Line Lender.CHASE SECURITIES INC. and UBS WARBURG LLC as joint lead arrangers and joint book managers. RECITALS
Appears in 1 contract
Samples: Credit Agreement (Reckson Operating Partnership Lp)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Assignment Revolving Credit Note Exhibit B Form of Borrowing Base Report Exhibit C Form of Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of Notice of Borrowing Exhibit C Form of Certificate of Permitted Acquisition Exhibit D Form of Compliance Certificate Exhibit E Form of LIBOR Pricing Notice Exhibit F Form of Notice Opinion of Conversion/Continuation Borrower's Counsel Exhibit G Form of Perfection Certificate Opinion of Domestic Guarantors' Counsel Exhibit H Form of Designated Borrower Request Assignment and Assumption Acceptance Agreement Exhibit I Form of Designated Borrower Notice Letter of Credit Request Exhibit J Form of Rolling Forecast Report Borrowing Base Certificate Schedule 1.1 Commitments 1 Schedule of Lenders Commitment Percentages Schedule 1.1(b) Account Debtors 5.2 Schedule 2.2 Existing Letters of Credit Schedule 8.6 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 8.7.1 Collateral Locations Schedule 9.1.3 Approvals; Other Consents 5.4 Schedule 9.1.5 Material Debt of Subsidiaries Schedule 5.7 Schedule of Agreements Schedule 5.8 Schedule of Unaudited Tax Returns Schedule 5.9 Schedule of Financial Statements Schedule 5.11 Schedule of Issued and Other Liabilities Outstanding Stock Schedule 9.1.6 Litigation 5.13 Schedule 9.1.11 Capital Structure of Licenses, Patents, Copyrights and Trademarks Schedule 9.1.16 Compliance with Laws 5.15 Schedule 9.1.20(a)Filing Offices of Pension Plans Schedule 9.1.22 Locations 5.16 Schedule of Offices Indebtedness, Liens, Charges and Encumbrances Schedule 9.1.27 Material Contracts 5.17 Environmental Matters Schedule 10.1.15Post-Closing Undertakings 8.4 Schedule 10.2.1(h)Debt Schedule 10.2.2 Liens Schedule 10.2.4 Investments Schedule 10.2.10Transactions with Affiliates THIS LOAN of Insurance 55 LIBC/1546305.8 LIBC/1546305.8 AMENDED AND SECURITY RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT is dated entered into as of June 29August 30, 2018 2002 by and among SAUCONY, INC. (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”"Borrower"), among CSI COMPRESSCO LP, a Delaware limited partnership (the “Company”), CSI COMPRESSCO SUB INC., a Delaware corporation (“Sub Inc.”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company, (“Operating LLC” and collectively, with the Company and Sub Inc. the “Borrowers”), certain subsidiaries of the Borrowers named as guarantors hereinMassachusetts corporation, the financial institutions party to this Agreement lenders from time to time as Lendersparty hereto, and STATE STREET BANK OF AMERICA, N.A., a national banking associationAND TRUST COMPANY (the "Agent"), as administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lenderlenders from time to time party hereto.
Appears in 1 contract
Samples: Credit Agreement (Saucony Inc)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A A-1 Form of Assignment US Term Note Exhibit A-2 Form of Canadian Term Note Exhibit B Form of Borrowing Base Report Assignment and Assumption Agreement Exhibit C Form of Compliance Information Certificate Exhibit D Form of Lien Waiver Exhibit E Form of Notice of Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Perfection Compliance Certificate Exhibit H Form of Designated Borrower Request and Assumption Agreement Exhibit I Form of Designated Borrower Notice Exhibit J Form of Rolling Forecast Report Schedule 1.1 1.1(a) Commitments of the Lenders Schedule 1.1(b) Account Debtors Excluded Subsidiaries Schedule 2.2 Existing Letters of Credit 1.1(c) Certain Store Closings Schedule 8.6 7.1 Commercial Tort Claims Schedule 7.2.1 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 8.7.1 Collateral 7.2.3 Credit Card Arrangements Schedule 8.3.3 Consignments Schedule 8.5.1 Business Locations Schedule 9.1.3 Approvals9.1.4 Names; Other Consents Capital Structure; Warrants, Etc. Schedule 9.1.5 Material Debt Former Names and Other Liabilities Companies Schedule 9.1.6 9.1.6(a) Real Estate Schedule 9.1.6(b) Investments Schedule 9.1.8 Financial Statements Schedule 9.1.12 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.15 Environmental Matters Schedule 9.1.16 Burdensome Agreements Schedule 9.1.17 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws Schedule 9.1.20(a)Filing Offices Schedule 9.1.22 Locations of Offices Schedule 9.1.27 9.1.19 Material Contracts Schedule 10.1.15Post-Closing Undertakings 9.1.20 Canadian Plans Schedule 10.2.1(h)Debt 9.1.22 Labor Contracts Schedule 9.1.25 Certain Transactions Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.4 Investments 10.2.7 Restrictions on Subsidiary Distributions (Contractual Obligations) Schedule 10.2.10Transactions with Affiliates 10.2.9(i) Trademarks Licensed to Excluded Subsidiaries THIS SECOND AMENDED AND RESTATED TERM LOAN AND SECURITY AGREEMENT is dated as of June 29(THIS “AGREEMENT”) IS ENTERED INTO AS OF AUGUST 22, 2018 2013, AMONG MAYOR’S JEWELERS INC., A DELAWARE CORPORATION (as amended, restated, supplemented or otherwise modified from time to time, this THE “AgreementUS BORROWER”), among CSI COMPRESSCO LPBIRKS & MAYORS INC., a Delaware limited partnership A CANADIAN CORPORATION (the THE “CompanyCANADIAN BORROWER” AND, TOGETHER WITH THE US BORROWER, COLLECTIVELY, THE “BORROWERS” AND EACH INDIVIDUALLY, A “BORROWER”), CSI COMPRESSCO SUB EACH SUBSIDIARY OF THE BORROWERS FROM TIME TO TIME PARTY HERETO AS A GUARANTOR, EACH LENDER FROM TIME TO TIME PARTY HERETO (COLLECTIVELY, THE “LENDERS” AND EACH INDIVIDUALLY, A “LENDER”), PATHLIGHT CAPITAL, LLC, AS ADMINISTRATIVE AGENT AND CO-COLLATERAL AGENT (IN ITS INDIVIDUAL CAPACITY, “PATHLIGHT”) AND XXXXX FARGO CREDIT, INC., a Delaware corporation AS CO-COLLATERAL AGENT AND AS DOCUMENTATION AGENT (IN ITS INDIVIDUAL CAPACITY, “Sub Inc.WFC”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company, (“Operating LLC” and collectively, with the Company and Sub Inc. the “Borrowers”), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as Lenders, BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.
Appears in 1 contract
Samples: Term Loan and Security Agreement (Birks & Mayors Inc.)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Assignment and Acceptance Exhibit B B-1 Form of Borrowing Base Report Note Exhibit B-2 Form of Designated Bank Note Exhibit C Form of Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of Notice of Borrowing Exhibit F D Form of Notice of Conversion/Continuation Exhibit G E List of Closing Documents Exhibit F Form of Perfection Compliance Certificate to Accompany Reports Exhibit G Sample of Calculations of Financial Covenants Exhibit H Form of Designated Borrower Competitive Bid Quote Request and Assumption Agreement Exhibit I Form of Designated Borrower Notice Invitation for Competitive Bid Quote Exhibit J Form of Rolling Forecast Report Competitive Bid Quote Exhibit K Form of Designation Agreement Exhibit L Form of Guaranty Schedule 1.1 LC Lenders' Commitments of Lenders and Notice Addresses Schedule 1.1(b) Account Debtors Schedule 2.2 1.1.1 Existing Letters of Credit Schedule 8.6 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 8.7.1 Collateral Locations Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws Schedule 9.1.20(a)Filing Offices Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material Contracts Schedule 10.1.15Post-Closing Undertakings Schedule 10.2.1(h)Debt Schedule 10.2.2 Permitted Liens Schedule 10.2.4 Investments 1.1.2 Permitted Securities Options Schedule 10.2.10Transactions with Affiliates THIS LOAN 6.1(d) Equity Changes Schedule 7.1-A Organizational Documents Schedule 7.1-C Corporate Structure; Outstanding Capital Stock and Partnership Interests; Partnership Agreement Schedule 7.1-H Indebtedness for Borrowed Money; Contingent Obligations Schedule 7.1-I Pending Actions Schedule 7.1-P Environmental Matters Schedule 7.1-Q ERISA Matters Schedule 7.1-R Securities Activities Schedule 7.1-T Insurance Policies SECOND AMENDED AND SECURITY RESTATED CREDIT AGREEMENT is This Second Amended and Restated Credit Agreement dated as of June 29December 30, 2018 2002 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”)the "AGREEMENT") is entered into among RECKSON OPERATING PARTNERSHIP, among CSI COMPRESSCO LPL.P., a Delaware limited partnership (the “Company”"RECKSON"), CSI COMPRESSCO SUB INC., a Delaware corporation (“Sub Inc.”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company, (“Operating LLC” and collectively, with the Company and Sub Inc. the “Borrowers”), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time a party hereto as Lenders, whether by execution of this Agreement or an Assignment and Acceptance, JPMORGAN CHASE BANK OF (formerly known as The Chase Manhattan Bank) as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent, CITICOXX XXRTH AMERICA, N.A.INC. and WACHOVIA BANK, a national banking associationNATIONAL ASSOCIATION as Co-Documentation Agents, and J.P. MORGAN SECURITIES INC. (formerly known as administrative agent Chase Securities Inc.) xxx XXXXXON SMITH BARNEY INC. as co-lead arrangers and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.joint bookrunners. RECITALS
Appears in 1 contract
Samples: Revolving Credit Agreement (Reckson Associates Realty Corp)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Assignment Revolver Note Exhibit B Form of Borrowing Base Report Guarantee and Collateral Agreement Exhibit C Form of Compliance Certificate Assignment and Acceptance Exhibit D Form of Lien Waiver Assignment Notice Exhibit E Form of Bank Product Notice of Borrowing Exhibit F Form of Notice of Conversion/Continuation Intercreditor Agreement Exhibit G Form of Perfection Certificate Holdings Subordination Agreement Exhibit H Form of Designated Borrower Request and Assumption Agreement Exhibit I Form of Designated Borrower Notice Exhibit J Form of Rolling Forecast Report Compliance Certificate Schedule 1.1 Commitments of Lenders Schedule 1.1(b) Account Debtors 1.2 Marked-to-Market Basis Schedule 2.2 Existing Letters of Credit 1.3 Excluded Real Estate Schedule 8.6 7.4 Pledged Collateral Schedule 8.5 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 8.7.1 Collateral 8.6.1 Business Locations Schedule 9.1.3 Approvals; Other Consents 9.1.8 Subsidiaries and Equity Related Agreements Schedule 9.1.5 Material Debt and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws Schedule 9.1.20(a)Filing Offices Schedule 9.1.22 Locations of Offices Schedule 9.1.27 9.1.10 Material Contracts Schedule 10.1.15Post-Closing Undertakings 9.1.17 Environmental Matters Schedule 10.2.1(h)Debt 9.1.18 Insurance Schedule 9.1.20 Real Estate Matters Schedule 9.1.26 Patents, Trademarks, Copyrights and Licenses Schedule 10.2.1 Existing Indebtedness Schedule 10.2.2 Existing Liens Schedule 10.2.4 Existing Investments Schedule 10.2.10Transactions with Affiliates THIS LOAN AND SECURITY AGREEMENT is dated as of June 29July 3, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”)2008, among CSI COMPRESSCO LPALON REFINING XXXXX SPRINGS, INC., a Delaware limited partnership corporation (the “Company” or a “Borrower”), CSI COMPRESSCO SUB EACH OTHER PARTY JOINED AS A BORROWER HEREUNDER FROM TIME TO TIME (each individually, a “Borrower” and, collectively with the Company, the “Borrowers”), ALON REFINING LOUISIANA, INC., a Delaware corporation (“Sub Inc.Holdings”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company, (“Operating LLC” and collectively, with the Company and Sub Inc. the “Borrowers”), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.
Appears in 1 contract
Samples: Loan and Security Agreement (Alon USA Energy, Inc.)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Revolver Note Exhibit C Assignment and Acceptance Exhibit B Form of D Assignment Notice Exhibit E Borrowing Base Report Certificate Exhibit C Form of F Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of G Notice of Borrowing Exhibit F Form of H Notice of Conversion/Continuation Exhibit G Form of Perfection Certificate Exhibit H Form of Designated Borrower Request and Assumption Agreement Exhibit I Form of Designated Borrower Notice Exhibit J Form of Rolling Forecast Report Joinder Schedule 1.1 Revolver Commitments of Lenders Schedule 1.1(b) Account Debtors 7.1 Commercial Tort Claims Schedule 2.2 Existing Letters of Credit 7.4 Mortgages Schedule 8.6 8.5 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 8.7.1 8.6.1 Locations of Collateral Locations Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt 9.1.4 Names and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.16 Compliance with Laws Litigation Schedule 9.1.20(a)Filing Offices 9.1.18 Pension Plans Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material 9.1.20 Labor Contracts Schedule 10.1.15Post-Closing Undertakings Schedule 10.2.1(h)Debt 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.4 10.2.5 Permitted Investments Schedule 10.2.10Transactions with Affiliates 10.2.7 Permitted Asset Dispositions Schedule 10.2.15 Restrictive Agreements Schedule 10.2.18 Existing Affiliate Transactions Schedule 11.1 Events not Constituting an Event of Default THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of June 29April 26, 2018 2011 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among CSI COMPRESSCO LPCOMMERCIAL VEHICLE GROUP, INC., a Delaware limited partnership corporation (the “Company”), CSI COMPRESSCO SUB INC., a Delaware corporation each other Borrower (“Sub Inc.”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability companyas herein defined) from time to time party hereto, (“Operating LLC” and collectivelytogether, with the Company and Sub Inc. the Company, collectively, “Borrowers”), certain subsidiaries of the Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.
Appears in 1 contract
Samples: Loan and Security Agreement (Commercial Vehicle Group, Inc.)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Assignment Note Exhibit B Form of Borrowing Base Report Warrant Exhibit C Form of Compliance Certificate Escrow Agreement Exhibit D Form of Lien Waiver Exchange Agreement Exhibit E Form of Notice of Borrowing Guaranty Exhibit F Form of Notice Legal Opinion Schedule 1 List of Conversion/Continuation Exhibit G Form Subscribers Schedule 3 Security Interest Documents Schedule 5(a) Subsidiaries Schedule 5(d) Capitalization and Additional Issuances Schedule 5(q) Banking Schedule 5(s) Auditors Schedule 5(x) Transfer Agent Schedule 9(e) Use of Perfection Certificate Exhibit H Form of Designated Borrower Request and Assumption Agreement Exhibit I Form of Designated Borrower Notice Exhibit J Form of Rolling Forecast Report Proceeds - Monthly Budget Schedule 1.1 Commitments of Lenders 9(l) Intellectual Property Schedule 1.1(b9(q) Account Debtors Schedule 2.2 Existing Letters of Credit Schedule 8.6 Deposit AccountsRegistrable Stock Options NEITHER 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, Securities Accounts and Commodity Accounts Schedule 8.7.1 Collateral Locations Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws Schedule 9.1.20(a)Filing Offices Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material Contracts Schedule 10.1.15Post-Closing Undertakings Schedule 10.2.1(h)Debt Schedule 10.2.2 Liens Schedule 10.2.4 Investments Schedule 10.2.10Transactions with Affiliates THIS AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (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), IN A GENERALLY ACCEPTABLE FORM, 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 AND SECURITY AGREEMENT is dated as of June 29OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. FOR VALUE RECEIVED, 2018 MEGAWEST ENERGY CORP., a corporation continued under the Business Corporations Act (as amended, restated, supplemented or otherwise modified from time to time, this Alberta) (hereinafter called “AgreementBorrower”), among CSI COMPRESSCO hereby promises to pay to the order of IROQUOIS CAPITAL OPPORTUNITY FUND LP, a Delaware limited partnership maintaining an address at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, without demand, the sum of Two Million Five hundred Thousand Dollars ($$2,500,000) (“Principal Amount”), with interest accruing thereon, on January 30, 2012 (the “CompanyMaturity Date”), CSI COMPRESSCO SUB INC.if not sooner paid. This Note has been entered into pursuant to the terms of a subscription agreement among the Borrower, a Delaware corporation the Holder and certain other holders (the “Sub Inc.Other Holders”) of convertible promissory notes (the “Other Notes”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company, dated of even date herewith (“Operating LLC” and collectively, with the Company and Sub Inc. the “BorrowersSubscription Agreement”), certain subsidiaries ) for up to an aggregate Principal Amount of the Borrowers named as guarantors $2,500,000. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the financial institutions party same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Agreement from time to time as Lenders, BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “Administrative Agent”), Issuing Bank and Swing Line Lender.Note:
Appears in 1 contract
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Assignment Note 37-48 Exhibit B Form of Borrowing Base Report Warrant 49-60 Exhibit C Form Additional Investment Rights 61-67 Schedule 1 List of Compliance Certificate Exhibit D Form of Lien Waiver Exhibit E Form of Notice of Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Perfection Certificate Exhibit H Form of Designated Borrower Request Subscribers 68 Schedule 5(d) Capitalization and Assumption Agreement Exhibit I Form of Designated Borrower Notice Exhibit J Form of Rolling Forecast Report Additional Issuances 69-70 Schedule 1.1 Commitments of Lenders 5(ff) Insurance Policy 72 Schedule 1.1(b9(l) Account Debtors Intellectual Property 73-74 Schedule 2.2 Existing Letters of Credit Schedule 8.6 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 8.7.1 Collateral Locations Schedule 9.1.3 Approvals; Other Consents Schedule 9.1.5 Material Debt and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 9.1.16 Compliance with Laws Schedule 9.1.20(a)Filing Offices Schedule 9.1.22 Locations of Offices Schedule 9.1.27 Material Contracts Schedule 10.1.15Post-Closing Undertakings Schedule 10.2.1(h)Debt Schedule 10.2.2 Liens Schedule 10.2.4 Investments Schedule 10.2.10Transactions 9(p)(iv) Transactions with Affiliates 75 Schedule 12(a) Excepted Issuances 76 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS LOAN AND SECURITY AGREEMENT is dated as of June 29CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 2018 AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (as amendedI) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, restatedAS AMENDED, supplemented or otherwise modified from time to time, this “Agreement”OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), among CSI COMPRESSCO LPIN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, a Delaware limited partnership THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (the “Company”)II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, CSI COMPRESSCO SUB INC.THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. Principal Amount: $[REQUIRES COMPLETION] Issue Date: July __, 2012 FOR VALUE RECEIVED, ADVANCED MEDICAL ISOTOPE CORPORATION, a Delaware corporation (hereinafter called “Sub Inc.Borrower”), CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company, hereby promises to pay [NAME-REQUIRES COMPLETION] or its registered assigns (“Operating LLC” and collectively, with the Company and Sub Inc. the “BorrowersHolder”), certain subsidiaries of the Borrowers named as guarantors hereinaddress at [REQUIRES COMPLETION], Fax: [REQUIRES COMPLETION], without demand, the financial institutions party to this Agreement from time to time as Lenders, BANK OF AMERICA, N.A., a national banking association, as administrative agent and collateral agent for the Lenders sum of [REQUIRES COMPLETION] Dollars (in such capacities, $[REQUIRES COMPLETION]) (“Administrative AgentPrincipal Amount”), Issuing Bank with interest accruing thereon, on [REQUIRES COMPLETION] (18 months from Issue Date) (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 (the “Subscription Agreement”) by and Swing Line Lender.between the Borrower and the Holder, for an aggregate Principal Amount of up to $_________ (inclusive of AIR). 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 1 contract
Samples: Subscription Agreement (ADVANCED MEDICAL ISOTOPE Corp)