LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(1) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 - OPINION OF COUNSEL EXHIBIT 7.1.16 - LANDLORD’S WAIVER EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15, 2005, and is made by and among KOPPERS INC., a Pennsylvania corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AM...
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - LENDERS SCHEDULE 1.1(C) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E)(1) EXCLUDED SUBSIDIARIES SCHEDULE 1.1(E)(2) - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 6.1.13(C) ERISA REPRESENTATION SCHEDULE 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 6.1.17 LABOR AGREEMENTS SCHEDULE 8.1.13 LOCATION OF COLLATERAL SCHEDULE 8.2.1 - EXISTING PERMITTED INDEBTEDNESS SCHEDULE 8.2.2 - EXISTING PERMITTED LIENS SCHEDULE 8.2.4 EXISTING PERMITTED INVESTMENTS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(P)(4) - PERFECTION CERTIFICATE EXHIBIT 1.1(P)(5) - PERFECTION CERTIFICATE SUPPLEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 2.11 - LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.11 - SOLVENCY CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE CREDIT AGREEMENT THIS CREDIT AGREEMENT (as hereafter amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) is dated as of November 14, 2017 and is made by and among HANDY & HXXXXX GROUP LTD., a Delaware corporation, SPH GROUP HOLDINGS LLC, a Delaware limited liability company, STEEL EXCEL INC., a Delaware corporation, and API AMERICAS INC., a Delaware corporation (collectively, the “US Borrowers” and each individually, a “US Borrower”), CEDAR 2015 LIMITED, a private limited company incorporated in England and Wales (“UK Borrower” and together with US Borrowers, the “Borrowers” and each individually, a “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (as hereinafter defined). The Borrowers have requested the Lenders to prov...
LIST OF SCHEDULES AND EXHIBITS. Schedules
LIST OF SCHEDULES AND EXHIBITS. All Schedules to the Credit and Security Agreement: Schedule 1.2(a) Owned Real Property Schedule 1.2(b) Liens Schedule 4.5 Inventory Schedule 4.16 Pledged Securities Schedule 5.2(a) Incorporation/Organization/Foreign Qualification Schedule 5.2(b) Subsidiaries Schedule 5.3 Officers, Directors, Shareholders, Capitalization Schedule 5.9(b) Litigation Schedule 5.9(d) Plans Schedule 5.10 Patents, Trademarks, Copyrights and Licenses Schedule 5.19 Material Business Agreements Schedule 6.8 Accounts Schedule 7.4 Investments Schedule 7.8 Indebtedness All Exhibits to the Credit and Security Agreement: Exhibit A Form of Compliance Certificate Exhibit B Form of Revolving Note CREDIT AND SECURITY AGREEMENT This CREDIT AND SECURITY AGREEMENT (this “Agreement”), has been executed and is dated as of December 10, 2010, by and among SIFCO INDUSTRIES, INC., SIFCO CUSTOM MACHINING COMPANY, SIFCO TURBINE COMPONENTS SERVICES, LLC, and TWF ACQUISITION, LLC, collectively, as Borrowers, FIFTH THIRD BANK, as the Lender, and FIFTH THIRD BANK, as the Issuer. IN CONSIDERATION of the mutual covenants and undertakings herein contained, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lender and the Issuer hereby agree as follows:
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES --------- Schedule 2.04 Statement of Net Worth Mechanics Schedule 2.06(a)(1) Incentive Compensation Mechanics Schedule 2.06(a)(2) Incentive Employees Schedule 2.06(b) Integration Incentive Compensation Mechanics Schedule 3.03 Ownership of Cotton Equity Interests Schedule 4.01(a) Qualifications to Conduct Business Schedule 4.01(c) Officers and Directors of the Corporation Schedule 4.03 Other Claims Schedule 4.04 Conflicts Schedule 4.05 Required Consents Schedule 4.07 Financial Statements Schedule 4.09(a) Real Property Schedule 4.09(c) Permitted Liens Schedule 4.10(a) Personal Property Schedule 4.10(b) Property Held at Other Locations Schedule 4.10(d) Personal Property Leases Schedule 4.11 Indebtedness Schedule 4.12(b) Intellectual Property Schedule 4.12(c) Obligations Related to Intellectual Property Schedule 4.13 Litigation Schedule 4.14(a) Employees Schedule 4.15(a)(i) Employee Benefit Plans Schedule 4.18 Bank Accounts Schedule 4.19(b) Exceptions to Compliance with Environmental Laws Schedule 4.20 Cotton Authorizations Schedule 4.21 Insurance Policies Schedule 4.22 Major Suppliers and Customers Schedule 4.23 Contracts and Commitments Schedule 4.25 Absence of Changes Schedule 4.26(a) Owner Notes Receivable Schedule 4.26(b) Accounts Receivable Schedule 4.27(b) Tax Returns Schedule 4.27(c) Tax Deficiencies Schedule 4.27(d) Tax Sharing Agreements Schedule 4.27(e) Tax Election Adjustments Schedule 5.05 Capitalization of Purchaser Schedule 5.07 Financial Condition of Purchaser Schedule 6.13 Spin-Off Agreement Schedule 12.11(a) Seller's Knowledge LIST OF SCHEDULES AND EXHIBITS ------------------------------ (CONTINUED) EXHIBITS -------- Exhibit A Cotton Group Companies Exhibit B Purchase Price Allocation Among Sellers Exhibit C Form of Seller Note Exhibit D Form of Tax Reimbursement Note Exhibit E Form of Escrow Agreement Exhibit F Form of Registration Rights Agreement Exhibit G Form of Non-Competition Agreement Exhibit H Form of Employment Agreement STOCK AND LIMITED PARTNERSHIP INTEREST PURCHASE AGREEMENT This STOCK AND LIMITED PARTNERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), is made and entered into as of September 1, 2006, by and among --------- CHARYS HOLDING COMPANY, INC., a Delaware corporation ("Purchaser"), COTTON --------- HOLDINGS 1, INC., a Delaware corporation (the "Cotton Holdings"), COTTON --------------- COMMERCIAL USA, LP, a Texas limited partnership ("Cotton Commercial"), COTTON ----------------- RESTORATION OF CENTRAL TEXA...
LIST OF SCHEDULES AND EXHIBITS. Exhibit 2(d)(iii)-B Assignment and Assumption of Lease and Consent to Assignment of Lease (Orchards Inn Parking Lease) Exhibit 2(d)(iii)-C Assignment and Assumption of Lease and Consent to Assignment of Lease (Sinagua Plaza Storage Lease) Exhibit 2(d)(iii)-D Assignment and Assumption of Lease and Consent to Assignment of Lease (Sinagua Plaza Parking Lease) Exhibit 2(d)(iii)-E Assignment and Assumption of Lease and Consent to Assignment of Lease (Affordable Housing Lease) Exhibit 2(d)(iii)-F Assignment and Assumption of Lease and Consent to Assignment of Lease (Temporary Housing Lease) Exhibit 2(d)(iii)-G Assignment and Assumption of Lease and Consent to Assignment (Orchards Inn Laundry Lease Interest) Exhibit 2(f) FCB Payments Exhibit 3(c)-i Tenants (LaMerra Property) Exhibit 3(c)-ii Tenants (L’Auberge Property) Exhibit 3(c)-iii Tenants (Orchards Inn Property) Exhibit 3(c)-iv Tenants (Xxxxxxxx Hill Property) Exhibit 3(c)-v Tenants (Orchards Annex Property) Exhibit 3(c)-vi Tenants (Orchards Inn Parking Lease) Exhibit 3(c)-vii Tenants (Sinagua Plaza Storage Lease) Exhibit 3(c)-viii Tenants (Sinagua Plaza Parking Lease) Exhibit 3(c)-ix Tenants (Affordable Housing Lease) Exhibit 3(c)-x Tenants (Temporary Housing Lease) Exhibit 3(h) Assignment and Assumption of Declarant’s Rights and Appointment of Design Review Committee (LaMerra Property) Exhibit 3(m) Title Disputes Exhibit 3(n) Tax Liabilities Exhibit 3(p) Actual or Threatened Claims with Respect to All Properties Exhibit 3(q) Transactions with Related Parties Exhibit 3(u) Non-Transferring Assets Exhibit 3(x)(i) List of Employees Exhibit 3(x)(ii) Labor Unions Exhibit 3(x)(iii) Collective Bargaining Agreements Exhibit 3(x)(iv) Employee Agreements Involving Property Exhibit 3(x)(v) Strikes and Labor Actions Exhibit 3(x)(vi) Pending or Threatened Investigations or Claims Exhibit 3(x)(ix) Compensation and Termination Agreements Exhibit 4(d) Third-Party Authorizations of Transaction Exhibit 4(e) Consents to Transaction Exhibit 5(a) Permitted Modifications of Agreement, Properties, and Business Practices Exhibit 8(a)-i Special Warranty Deed Conveying LaMerra Property to HL Newco, LLC LIST OF SCHEDULES AND EXHIBITS Exhibit 8(a)-ii Special Warranty Deed Conveying L’Auberge Property to L’Auberge Newco, LLC Exhibit 8(a)-iii Special Warranty Deed Conveying Orchards Inn Property to Orchards Newco, LLC Exhibit 8(b)-i Xxxx of Sale and Assignment and Assumption (LaMerra Property) Exhibit 8(b)-ii Xxxx of Sale and Assignment...
LIST OF SCHEDULES AND EXHIBITS. Schedules Schedule 1.0 Certain Terms As Defined in the Act, As of September 13, 1996 Schedule 3.0 Implementation Schedule Schedule 4.0 Interconnection Points in LATA Schedule 4.5 Interconnection Points for Different Types of Traffic Schedule 6.3 Rate Elements Under Meet Point Billing Schedule 27.0 Performance Interval Dates for Specified Activities Schedule 27.1 ETC Service Quality Standards Exhibits Exhibit A Detailed Schedule of Itemized Charges Exhibit B Network Element Bona Fide Request Exhibit C Directory Assistance and Call Completion Services Agreement Exhibit D IntraLATA Telecommunications Services Settlement Agreement INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE TELECOMMUNICATIONS ACT OF 1996 This Interconnection Agreement under Sections 251 and 252 of the Telecommunications Act of 1996, is effective as of the 13th day of September, 1996 (the “Effective Date”), by and between Xxxx Atlantic-Pennsylvania, Inc. (“BA”), a Pennsylvania corporation with offices at 0000 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, and Eastern TeleLogic Corporation (“ETC”), a Delaware corporation with offices at 000 Xxxxxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000.
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A)-PRICING GRID SCHEDULE 1.1(B)-COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(L)-EXISTING LETTERS OF CREDIT SCHEDULE 1.1(P)-EXISTING LIENS SCHEDULE 1.1(PH)-PERMITTED HOLDERS SCHEDULE 1.1(SO)-STOCK OPTION AGREEMENTS SCHEDULE 6.1.1-[RESERVED] SCHEDULE 6.1.2-SUBSIDIARIES SCHEDULE 6.1.14-ENVIRONMENTAL DISCLOSURES SCHEDULE 8.1.3-INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 8.2.1-EXISTING INDEBTEDNESS SCHEDULE 8.2.4-EXISTING INVESTMENTS
LIST OF SCHEDULES AND EXHIBITS. Schedules Schedule 1.0 Certain Terms As Defined in the Act, As of November 1, 1996 Schedule 3.0 Implementation Schedule Schedule 4.2 Physical Architecture Diagram Schedule 4.3 Initial Architecture Diagram (as required) Schedule 4.4 Type S Interconnection Schedule 4.7 Interconnection Points for Different Types of Traffic Schedule 6.3 Rate Elements Under Meet Point Billing Schedule 27.2 Requesting CLEC Measurement Reports Exhibits Exhibit A Detailed Schedule of Itemized Charges Exhibit B Network Element Bona Fide Request INTERCONNECTION AGREEMENT FOR BROADBAND COMMERCIAL MOBILE RADIO SERVICE (CMRS) UNDER SECTIONS 251 AND 252 OF THE TELECOMMUNICATIONS ACT OF 1996 This Interconnection Agreement under Sections 251 and 252 of the Telecommunications Act of 1996, is effective as of the date of its approval by the Pennsylvania Public Utility Commission (the "Effective Date"), by and between Xxxx Atlantic -Pennsylvania, Inc. ("BA"), a Pennsylvania corporation with offices at 0000 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, XX 00000, and Amro Cellular Corporation, d/b/a CellularOne of Fayette and Xxxxxx Counties (trading in PA RSA 9, hereinafter referred to as “PriCellular”), a Delaware corporation with offices at 0000 Xxxxxxxxxxx Xxxxxx X.X., Xxxxx 0000, Xxxxxxxxxx X.X. 00000.
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES Schedule 1.1(A) Pricing Grid Schedule 1.1(B) Commitments of Lenders Schedule 6.1 Qualifications To Do Business Schedule 6.3 Subsidiaries Schedule 6.11 Pledged Securities Schedule 6.21 Additional Material Contracts Schedule 7.1.1(i) Lien Searches Schedule 8.1.18 Title Requirements Schedule 8.1.21 Post-Closing Matters Schedule 8.2.1 Existing Indebtedness Schedule 8.2.2 Existing Liens Schedule 8.2.4 Existing Investments Schedule 8.2.8 Existing Affiliate Transactions Schedule 8.2.14 Existing Restrictions on Subsidiaries Schedule 8.2.15 Existing Negative Pledge Agreements
