of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, or otherwise modified from time to time, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:
Appears in 2 contracts
Samples: Credit Agreement (General Communication Inc), Credit Agreement (Gci Inc)
of the Credit Agreement. The Lender shall, and In the event of a Permitted Disposition of Collateral hereunder which is hereby authorized to, record on effected by any Pledgor in compliance with the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount terms of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as the Administrative Agent shall release its lien and security interest in respect of August 1the Collateral so disposed of upon request therefor made by such Pledgor. Each Pledgor will warrant and defend the right and title herein granted unto the Administrative Agent in and to the Collateral (and all right, 1997 (as amendedtitle, restated or otherwise modified and in effect interest represented by the Collateral) against the claims and demands of all Persons whomsoever. Each Pledgor agrees that at any time, and from time to time, at the "Credit Agreement")expense of such Pledgor, among Borrowersuch Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessary or desirable, or that the banks named therein Administrative Agent may reasonably request, in order to perfect and NationsBank protect any security interest granted or purported to be granted hereby or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of Texasthe foregoing, N.A., each Pledgor will (a) from time to time upon the request of the Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made promptly deliver to the Amended Administrative Agent such stock powers, instruments and Resated Credit Agreement dated similar documents, satisfactory in form and substance to the Administrative Agent, with respect to such Collateral as of November the Administrative Agent may reasonably request and will, 1997, (as amended, restated, or otherwise modified from time to timetime upon the request of the Administrative Agent after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral into the "Credit Agreement"name of any nominee designated by the Administrative Agent, all in form and substance satisfactory to the Administrative Agent; (b) among GCI Holdingsexecute and file (or cause to be filed) such financing statements or continuation statements, Inc.or amendments thereto, an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A.and such other instruments or notices, as may be necessary or that the Administrative Agent may request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Administrative Agent hereby; (c) not enter into any agreement amending, supplementing, or waiving any provision of any intercompany note (including any underlying instrument pursuant to which such intercompany note is issued) or compromising or releasing or extending the "time for payment of any obligation of the maker thereof; (d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any intercompany note or other instrument constituting Collateral; and (e) furnish to the Administrative Agent"), from time to time at the request of the Administrative Agent, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, each Pledgor hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Lenders parties theretoCollateral without the signature of such Pledgor where permitted by law. Terms defined in None of the Credit Agreement are used herein with Pledgors will permit any Pledged Interest Issuer to issue any capital stock or other ownership interests unless the same meaning. ("Assignor") and ("Assignee") agree as follows:is immediately delivered in pledge to the Administrative Agent hereunder.
Appears in 2 contracts
Samples: Pledge Agreement (Key Components LLC), Pledge Agreement (Key Components LLC)
of the Credit Agreement. The Lender shall, and is hereby authorized to, record Borrower promises to pay interest on the schedule attached hereto, or to otherwise record in accordance with its usual practice, unpaid principal amount of the Loans from the date made until such principal amount is paid in full, payable at such times and amount at such interest rates as are specified in the Credit Agreement. Demand, diligence, presentment, protest and notice of each Advance non-payment and protest are hereby waived by the date Borrower. Both principal and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSinterest are payable in Dollars to the Bank, at the Bank’s Office, in immediately available funds. This Revolving Credit Note is one of the Notes issued pursuant toreferred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, dated as among other things, (a) provides for the making of August 1, 1997 (as amended, restated or otherwise modified and Loans by the Bank to the Borrower in effect from an aggregate amount not to exceed at any time to timeoutstanding the amount set forth above, the "indebtedness of the Borrower resulting from such Loans being evidenced by this Revolving Credit Note and (b) contains provisions for acceleration of the maturity of the unpaid principal amount of this Revolving Credit Note upon the happening of certain stated events and also for prepayments on account of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of all upon the terms and conditions under which this therein specified. This Revolving Credit Note may be prepaid or its maturity date accelerated. Capitalized terms used herein is secured by and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made also entitled to the Amended benefits of the Loan Documents to the extent provided therein and Resated any other agreement or instrument providing collateral for the Loans, whether not or hereafter in existence and any filings, instruments, agreements and documents relating thereto and providing collateral for the Loans. This Revolving Credit Agreement dated as Note is a Loan Document and is entitled to the benefits of November , 1997, (as amended, restated, or otherwise modified from time to time, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders parties theretoLoan Documents. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:THIS REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE COMMONWEALTH OF VIRGINIA.
Appears in 2 contracts
Samples: Credit Agreement (Bassett Furniture Industries Inc), Credit Agreement (Bassett Furniture Industries Inc)
of the Credit Agreement. The Lender shall, and is hereby authorized to, record Borrower further agrees to pay interest in like money at such Funding Office on the schedule unpaid principal amount hereof from time to time outstanding at the applicable rates and on the dates specified in Section 4.5 of the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached heretohereto and made a part hereof the date, or to otherwise record in accordance with its usual practice, the date Type and amount of each Advance the Term Loan and the date and amount of each payment or prepayment of principal payment hereunderwith respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSEach such endorsement shall constitute rebuttably presumptive evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower under the Credit Agreement and other Loan Documents in respect of the Term Loan. This Note (a) is one of the Notes issued pursuant to, and is entitled to evidencing the benefits of, Term Loan under the Credit Agreement, dated as of August 1April 20, 1997 2007 (as amendedthe “Credit Agreement”), restated or otherwise modified by and in effect among the Borrower, KAR Holdings II, LLC, a Delaware limited liability company, the several banks, financial institutions and other entities from time to timetime parties to the Credit Agreement, Bear, Xxxxxxx & Co. Inc. and UBS Securities LLC, as joint lead arrangers, UBS Securities LLC, as syndication agent, Xxxxxxx Sachs Credit Partners L.P. and Deutsche Bank Securities Inc., as co-documentation agents, Bear, Xxxxxxx & Co. Inc., UBS Securities LLC and Xxxxxxx Sachs Credit Partners L.P., as joint bookrunners and Bear Xxxxxxx Corporate Lending Inc., as administrative agent (in such capacity, the "“Administrative Agent”), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement"), among Borrower, . This Note is secured and guaranteed as provided in the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference Loan Documents. Reference is hereby made to the Loan Documents for a statement description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions under upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be prepaid declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or its maturity date acceleratedotherwise, hereby waive presentment, demand, protest and all other notices of any kind under this Note to the fullest extent permitted under applicable law. Capitalized Unless otherwise defined herein, terms defined in the Credit Agreement and used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. GCI KAR HOLDINGS, INC. By: ItsName: SCHEDULE Title: THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF ADVANCES THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND PAYMENTS THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF PRINCIPAL TO NOTE OF GCI HOLDINGSSUCH CREDIT AGREEMENT. $[ ] New York, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, or otherwise modified from time to timeNew York FOR VALUE RECEIVED, the "Credit Agreement") among GCI undersigned, KAR Holdings, Inc., an Alaskan a Delaware corporation (the "“Borrower"”), NationsBank hereby unconditionally promises to pay to [ ] (the “Lender”) or its registered successors and assigns at the Funding Office specified in the Credit Agreement (as hereinafter defined) in lawful money of Texasthe United States and in immediately available funds, N.A.on the Revolving Termination Date the principal amount of (a) [ ] DOLLARS ($[ ]), or, if less, (b) the aggregate unpaid principal amount of all Revolving Loans of the Lender outstanding under the Credit Agreement. The Borrower further agrees to pay interest in like money at such Funding Office on the unpaid principal amount hereof from time to time outstanding at the applicable rates and on the dates specified in Section 4.5 of the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Revolving Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. Each such endorsement shall constitute rebuttably presumptive evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower under the Credit Agreement and other Loan Documents in respect of any Revolving Loan. This Note (a) is one of the Notes evidencing the Revolving Loans under the Credit Agreement, dated as of April 20, 2007 (the “Credit Agreement”) by and among the Borrower, KAR Holdings II, LLC, a Delaware limited liability company, the several banks, financial institutions and other entities from time to time parties to the Credit Agreement, Bear, Xxxxxxx & Co. Inc. and UBS Securities LLC, as Administrative Agent joint lead arrangers, UBS Securities LLC, as syndication agent, Xxxxxxx Xxxxx Credit Partners L.P. and Deutsche Bank Securities Inc., as co-documentation agents, Bear, Xxxxxxx & Co. Inc., UBS Securities LLC and Xxxxxxx Xxxxx Credit Partners L.P., as joint bookrunners and Bear Xxxxxxx Corporate Lending Inc., as administrative agent (in such capacity, the "“Administrative Agent"”), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the Lenders guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties theretonow and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind under this Note to the fullest extent permitted under applicable law. Terms Unless otherwise defined herein, terms defined in the Credit Agreement are and used herein with shall have the same meaningmeanings given to them in the Credit Agreement. KAR HOLDINGS, INC. By:_______________________________ Name: Title: THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $[ ] FOR VALUE RECEIVED, the undersigned, KAR Holdings, Inc., a Delaware corporation ("Assignor"the “Borrower”), hereby unconditionally promises to pay to Bear Xxxxxxx Corporate Lending Inc. (the “Swingline Lender”) or its registered successors and assigns at the Funding Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, on the Revolving Termination Date the principal amount of (a) [ ] DOLLARS ($[ ]), or, if less, (b) the aggregate unpaid principal amount of all Swingline Loans made by the Swingline Lender to the Borrower pursuant to Section 3.4 of the Credit Agreement. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the applicable rates and on the dates specified in Section 4.5 of such Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Swingline Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof. Each such endorsement shall constitute rebuttably presumptive evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower under the Credit Agreement and other Loan Documents in respect of any Swingline Loan. This Note (a) is the Note evidencing the Swingline Loan under the Credit Agreement, dated as of April 20, 2007 (the “Credit Agreement”) by and among the Borrower, KAR Holdings II, LLC, a Delaware limited liability company, the several banks, financial institutions and other entities from time to time parties to the Credit Agreement, Bear, Xxxxxxx & Co. Inc. and UBS Securities LLC, as joint lead arrangers, UBS Securities LLC, as syndication agent, Xxxxxxx Xxxxx Credit Partners L.P. and Deutsche Bank Securities Inc., as co-documentation agents, Bear, Xxxxxxx & Co. Inc., UBS Securities LLC and Xxxxxxx Xxxxx Credit Partners L.P., as joint bookrunners and Bear Xxxxxxx Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent”), (b) is subject to the provisions of the Credit Agreement and ("Assignee"c) agree is subject to optional and mandatory prepayment in whole or in part as followsprovided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind under this Note to the fullest extent permitted under applicable law. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. KAR HOLDINGS, INC. By: Name: Title:
Appears in 2 contracts
Samples: Credit Agreement (Carbuyco, LLC), Credit Agreement (Auto Disposal of Memphis, Inc.)
of the Credit Agreement. The Lender shallExcept as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and is hereby authorized toany other notice of any kind. No failure to exercise, record and no delay in exercising, any rights hereunder on the schedule attached hereto, or to otherwise record in accordance with its usual practice, part of the date and amount holder of each Advance and the date and amount this Swingline Note shall operate as a waiver of each principal payment hereundersuch rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: ItsName: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGSTitle: Xxxxx Fargo Bank, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Amended and Resated Credit Agreement dated as of November May 2, 1997, 2014 (as the same may be amended, restatedrestated or modified from time-to-time, or the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise modified defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto from time to timetime and Xxxxx Fargo Bank, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A.National Association, as Administrative Agent (the "Administrative Agent"), Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Lenders parties theretoCredit Agreement. Terms defined in Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement are used herein with of the same meaning. ("Assignor") and ("Assignee") agree as follows:following payments
Appears in 2 contracts
Samples: Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.)
of the Credit Agreement. The Lender shall, holder of this Note may endorse and is hereby authorized to, record on attach a schedule to reflect the schedule attached hereto, or to otherwise record in accordance with its usual practicedate, the date and amount of each Advance Swingline Loan and the date and amount of each payment or prepayment of principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS thereof; provided that the failure of Lender to make such recordation (AND NOT THE LAW OF CONFLICTSor any error in such recordation) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSshall not affect the obligations of Borrower hereunder or under the Credit Agreement. This Note is one of the Notes issued pursuant to, and is entitled referred to the benefits of, in the Credit Agreement, dated as of August 1October 20, 1997 2010 (as amended, restated or otherwise modified amended and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"”), NationsBank of Texasamong Borrower, the Guarantors, the Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent (the "Administrative and Collateral Agent"), and the Lenders parties other agents party thereto, is subject to the provisions thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. Terms used herein which are defined in the Credit Agreement are shall have such defined meanings unless otherwise defined herein or unless the context otherwise requires. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note may become, or may be declared to be, immediately due and payable as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. DAVITA INC., as Borrower By: Name: Title: Dated [ ] JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as amended, modified or supplemented from time to time, the “Credit Agreement”), dated as of October 20, 2010, among DaVita Inc., a Delaware corporation, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the other agents party thereto. JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below, c/o JPMorgan Chase Bank, Loan and Agency Services Group 0000 Xxxxxx, 10th Floor Houston, Texas 77002 Attention: Xxxxx Xxxx Fax: 000-000-0000 with a copy to: JPMorgan Chase Bank, N.A. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxx Xxx Fax: 000-000-0000 Ladies and Gentlemen: We hereby request that [name of proposed Issuing Lender], as Issuing Lender under the Credit Agreement, [issue] [amend] [renew] [extend] [a] [an existing] Letter of Credit for the account of the undersigned on [ ] (the “Date of [Issuance] [Amendment] [Renewal] [Extension]”) in the aggregate stated amount of [ ]25. [Such Letter of Credit was originally issued on [date].] The requested Letter of Credit [shall be] [is] denominated in Dollars. For purposes of this LC Request, unless otherwise defined herein, all capitalized terms used herein with which are defined in the same meaningCredit Agreement shall have the respective meaning provided therein. 25 Aggregate initial stated amount of Letter of Credit. The beneficiary of the requested Letter of Credit [will be] [is] [ ], and such Letter of Credit [will be] [is] in support of ("Assignor"26) and ("Assignee") agree as follows[will have] [has] a stated expiration date of [ ]27. [Describe the nature of the amendment, renewal or extension.] We hereby certify that:
Appears in 2 contracts
Samples: Credit Agreement (Davita Inc), Credit Agreement (Davita Inc)
of the Credit Agreement. The Lender shallDesignated Borrower hereby agrees that prior to becoming entitled to utilize the Credit Facilities provided for in the Credit Agreement the Administrative Agent and the Lenders under the applicable Facility or Facilities shall have received such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information (including all such documents or information required to comply with the Patriot Act), in each case consistent with the documents and information required to be delivered thereunder with respect to the Borrowers on the Closing Date (but with such differences as may be appropriate in light of applicable local law), and is hereby authorized to, record on promissory notes signed by such Designated Borrower to the schedule attached hereto, or to otherwise record in accordance with its usual practice, extent any Lenders under the date and amount of each Advance and the date and amount of each principal payment hereunderapplicable Facility so require. THIS NOTE DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT AND THE CREDIT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT WITH, THE LAW OF CONFLICTS) THE PROVINCE OF THE STATE OF TEXAS BUT GIVING EFFECT TO ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE TO NATIONAL BANKSIN THAT PROVINCE. This Note is one Very truly yours, OPEN TEXT CORPORATION By________________________ Name: Title: [THE DESIGNATED BORROWER] By________________________ Name: Title: Acknowledged and Agreed to as of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. Byfirst above written: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, or otherwise modified from time to time, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A.Barclays Bank PLC, as Administrative Agent (the "Administrative Agent"), and By________________________ Name: Title: To each of the Lenders parties thereto. Terms defined in party to the Credit Agreement are used herein with the same meaning. ("Assignor") referred to below, and ("Assignee") agree as follows:Open Text ULC [ADDRESS]
Appears in 2 contracts
Samples: Credit Agreement (Open Text Corp), Credit Agreement (Open Text Corp)
of the Credit Agreement. The Lender shall, and If payment of all sums due hereunder is hereby authorized to, record on accelerated under the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one terms of the Notes issued pursuant to, and is entitled to Credit Agreement or under the benefits of, terms of the other Loan Documents executed in connection with the Credit Agreement, dated as the then remaining principal amount and accrued but unpaid interest thereafter shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borroweror the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the banks named therein event of such acceleration, this Competitive Bid Note, and NationsBank all other Obligations of Texasthe Borrower to the Lender shall, N.A., Administrative Agent, subject to which Agreement reference is hereby made for a statement of the terms and conditions under of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Competitive Bid Note may be prepaid is not paid when due at any stated or its accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees and disbursements, and interest due hereunder thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity date acceleratedof this Competitive Bid Note upon the occurrence of certain events and for the prepayments of Competitive Bid Loans upon the terms and conditions specified therein. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in Except as permitted by Section 11.01 of the Credit Agreement, this Competitive Bid Note may not be assigned by the Lender to another Person. GCI HOLDINGSThis Competitive Bid Note shall be governed by, INCand construed in accordance with, the law of the State of Georgia. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGSAll Persons bound on this obligation, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made whether primarily or secondarily liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive to the Amended full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and Resated Credit Agreement dated as execution issued against any other of November , 1997, (as amended, restatedthem and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or otherwise modified from time until any other proceedings can be had against any of them, also their right, if any, to timerequire the holder hereof to hold as security for this Competitive Bid Note any collateral deposited by any of said Persons as security. Protest, the "Credit Agreement") among GCI Holdingsnotice of protest, Inc.notice of dishonor, an Alaskan corporation (the "Borrower")dishonor, NationsBank of Texasdemand, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders diligence or any other formality are hereby waived by all parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:bound hereon.
Appears in 2 contracts
Samples: Credit Agreement (Saks Inc), Credit Agreement (Saks Inc)
of the Credit Agreement. The Lender shallExcept as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and is hereby authorized toany other notice of any kind. No failure to exercise, record and no delay in exercising, any rights hereunder on the schedule attached hereto, or to otherwise record in accordance with its usual practice, part of the date and amount holder of each Advance and the date and amount this Revolving Note shall operate as a waiver of each principal payment hereundersuch rights. THIS REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSGENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). By: Name: Title: $ , For value received, the undersigned XXXXXXX PRODUCTION SERVICES, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to or its registered assigns (“Payee”) the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Swingline Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to the Borrower, together with interest on the unpaid principal amount of the Swingline Advances from the date of such Swingline Advances until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Swingline Note in accordance with the terms of the Credit Agreement. This Swingline Note is one of the Swingline Notes issued pursuant toreferred to in, and is entitled to the benefits of, and is subject to the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to timeterms of, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November May 2, 1997, 2014 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") ”), among GCI Holdingsthe Borrower, Inc., an Alaskan corporation the lenders party thereto (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent"“Lenders”), and Xxxxx Fargo Bank, National Association, as administrative agent (the Lenders parties thereto“Administrative Agent”), as Issuing Lender and as Swingline Lender. Terms Capitalized terms used in this Swingline Note that are defined in the Credit Agreement are used herein with and not otherwise defined in this Swingline Note have the same meaningmeanings assigned to such terms in the Credit Agreement. The Credit Agreement, among other things, ("Assignor"a) provides for the making of the Swingline Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Swingline Advance being evidenced by this Swingline Note, and ("Assignee"b) agree as follows:contains provisions for acceleration of the maturity of this Swingline Note upon the happening of certain events stated in the Credit Agreement and for optional and mandatory prepayments of principal prior to the maturity of this Swingline Note upon the terms and conditions specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Borrower in same day funds. The Payee shall record payments of principal made under this Swingline Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Swingline Note. This Swingline Note is secured by the Security Documents and guaranteed pursuant to the terms of the Guaranty.
Appears in 2 contracts
Samples: Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.)
of the Credit Agreement. The Lender shall, and is hereby authorized to, record Borrower further agrees to pay interest in like money at such office on the schedule unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in subsection 4.7 of the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached heretohereto and made a part hereof the date, or to otherwise record in accordance with its usual practice, the date Type and amount of each Advance the Term Loan extended by the Lender and the date and amount of each payment or prepayment of principal payment hereunderwith respect thereto, the date of each interest rate conversion pursuant to subsection 4.3 of the Credit Agreement and the principal amount with respect thereto and, in the case of Eurodollar Loans, the length of each Interest Period and the Eurodollar Rate with respect thereto. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS In the absence of manifest error, each such recordation shall constitute PRIMA facie evidence of the accuracy of the information recorded, PROVIDED that the failure of the Lender to make such recordation (AND NOT THE LAW OF CONFLICTSor any error in such recordation) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSshall not affect the obligations of the Company in respect of such Term Loan. This Note (a) is one of the Term Notes issued pursuant to, and is entitled referred to the benefits of, in the Credit Agreement, dated as of August 1________ __, 1997 (as amended1996 among Gulfstream Delaware Corporation, restated or otherwise modified a Delaware corporation, the Borrower, the Lender, the other banks, financial institutions and in effect other entities from time to timetime parties thereto and The Chase Manhattan Bank, as Administrative Agent (as the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note same may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is guaranteed as provided in the Credit Documents. Reference is hereby made to the Credit Documents for a description of the nature and extent of the guarantees, the terms and conditions upon which each guarantee was granted and the rights of the holder of this Note in respect thereof. This Note and the Loans evidenced hereby may be transferred in whole or in part only by registration of such transfer on the register maintained for such purpose by or on behalf of the Company as provided in subsection 11.6(d) of the Credit Agreement. Upon the occurrence of any one or more of the Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. GULFSTREAM DELAWARE CORPORATION By: ____________________________ Name:___________________________ Title: Schedule A TO REVOLVING CREDIT NOTE LOANS AND REPAYMENTS OF LOANS ----------------------------------------------------------------------------------------------------------------------------------- Date Amount of Loans Type of Loan Amount of Principal of Loans Repaid Unpaid Principal Balance of Loans Notation Made By ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------------------- HOLDINGS GUARANTEE HOLDINGS GUARANTEE, dated as of October 16, 1996, made by GULFSTREAM AEROSPACE CORPORATION (this ") among GCI HoldingsGuarantee"), Inc., an Alaskan a Delaware corporation (the "BorrowerGuarantor"), NationsBank in favor of Texas, N.A.THE CHASE MANHATTAN BANK, as Administrative Agent (in such capacity, the "Administrative Agent"), ) for the banks and other financial institutions (the Lenders "Lenders") that are parties thereto. Terms defined in to the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:described below.
Appears in 1 contract
of the Credit Agreement. The Lender shallExcept as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and is hereby authorized toany other notice of any kind. No failure to exercise, record and no delay in exercising, any rights hereunder on the schedule attached heretopart of the holder of this Revolving Note shall operate as a waiver of such rights. This Revolving Note may not be assigned except in compliance with the Credit Agreement. By: Hi-Crush GP LLC, its general partner By: Name: Title: $ , For value received, the undersigned HI-CRUSH PARTNERS LP, a Delaware limited partnership (“Borrower”), hereby promises to pay to (“Payee”) the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Swing Line Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to otherwise record the Borrower, together with interest on the unpaid principal amount of the Swing Line Advances from the date of such Swing Line Advances until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Swing Line Note in accordance with its usual practice, the date and amount terms of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSCredit Agreement. This Swing Line Note is one of the Swing Line Notes issued pursuant toreferred to in, and is entitled to the benefits of, and is subject to the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to timeterms of, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November [ ], 1997, 2012 (as the same may be amended, restated, amended and restated, supplement or otherwise modified from time to time, the "“Credit Agreement") ”), among GCI Holdingsthe Borrower, Inc., an Alaskan corporation the lenders party thereto (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent"“Lenders”), and Amegy Bank National Association, as administrative agent (the Lenders parties thereto“Administrative Agent”) for the Lenders, as Issuing Lender and as Swing Line Lender. Terms Capitalized terms used in this Swing Line Note that are defined in the Credit Agreement are used herein with and not otherwise defined in this Swing Line Note have the same meaningmeanings assigned to such terms in the Credit Agreement. The Credit Agreement, among other things, ("Assignor"a) provides for the making of the Swing Line Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Swing Line Advance being evidenced by this Swing Line Note, and ("Assignee"b) agree as follows:contains provisions for acceleration of the maturity of this Swing Line Note upon the happening of certain events stated in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Borrower in same day funds. The Payee shall record payments of principal made under this Swing Line Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Swing Line Note. This Swing Line Note is secured by the Security Documents and guaranteed pursuant to the terms of the Guaranty.
Appears in 1 contract
of the Credit Agreement. The Lender shall, Borrowers further jointly and is hereby authorized to, record severally agree to pay interest in like money at such Funding Office on the schedule unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 4.5 of the Credit Agreement. The holder of this Tranche B-2 Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached heretohereto and made a part hereof the date, or to otherwise record in accordance with its usual practice, the date Type and amount of each Advance the Loan and the date and amount of each payment or prepayment of principal payment hereunderwith respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of LIBOR Loans, the length of each Interest Period with respect thereto. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSEach such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrowers in respect of the Loan. This Tranche B-2 Note (a) is one of the Notes issued pursuant to, and is entitled referred to the benefits of, in the Credit Agreement, dated as of August 1June 21, 1997 2012, and as amended and restated as of July 30, 2014 (as amended, restated or otherwise modified amended and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") ”), among GCI Holdingsthe Borrowers, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement and Xxxxxx Xxxxxxx Senior Funding, Inc., an Alaskan corporation as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the "Borrower"“Administrative Agent”) and as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”), NationsBank (b) is subject to the provisions of Texasthe Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Tranche B-2 Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, N.A., as Administrative Agent (the "Administrative Agent"), nature and extent of the security and the Lenders guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Tranche B-2 Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Tranche B-2 Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties theretonow and hereafter liable with respect to this Tranche B-2 Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive, to the maximum extent permitted by applicable law, presentment, demand, protest and all other notices of any kind. Terms Unless otherwise defined herein, terms defined in the Credit Agreement are and used herein shall have the meanings given to them in the Credit Agreement. AIRCELL BUSINESS AVIATION SERVICES LLC By: Name: Title: GOGO LLC By: Name: Title: GOGO INTERMEDIATE HOLDINGS LLC By: Name: Title: Date Amount of Base Rate Loans Amount Converted to Base Rate Loans Amount of Principal of Base Rate Loans Repaid Amount of Base Rate Loans Converted to LIBOR Loans Unpaid Principal Balance of Base Rate Loans Notation Made By Date Amount of LIBOR Loans Amount Converted to LIBOR Loans Interest Period and LIBO Rate with Respect Thereto Amount of Principal of LIBOR Loans Repaid Amount of LIBOR Loans Converted to Base Rate Loans Unpaid Principal Balance of LIBOR Loans Notation Made By To the same meaning. Administrative Agent and each of the Lenders party to the Amendment referred to below: I, the undersigned, the Chief Financial Officer of Gogo Intermediate Holdings LLC, a Delaware limited liability company ("Assignor") “Holdings”), in that capacity only and not in my individual capacity ("Assignee") agree and without personal liability), do hereby certify as followsof the date hereof, and based upon facts and circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes in such fact and circumstances after the date hereof), that:
Appears in 1 contract
of the Credit Agreement. The Lender shallExcept as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and is hereby authorized toany other notice of any kind. No failure to exercise, record and no delay in exercising, any rights hereunder on the schedule attached hereto, or to otherwise record in accordance with its usual practice, part of the date and amount holder of each Advance and the date and amount this Revolving Note shall operate as a waiver of each principal payment hereundersuch rights. THIS REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS REVOLVING NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSTRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS REVOLVING NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. By: Name: Title: $__________________ ______________, ___ For value received, the undersigned ALY ENERGY SERVICES INC., a Delaware corporation (“Borrower”), hereby promises to pay to the order of ______________ (“Payee”) the principal amount of _________________________ No/100 Dollars ($_________________) or, if less, the aggregate outstanding principal amount of the Term Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to the Borrower, together with interest on the unpaid principal amount of the Term Advances from the date of such Term Advances until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Term Note in accordance with the terms of the Credit Agreement. This Term Note is one of the Term Notes issued pursuant toreferred to in, and is entitled to the benefits of, and is subject to the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to timeterms of, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November October 26, 1997, 2012 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") ”), among GCI Holdingsthe Borrower, Inc., an Alaskan corporation the lenders party thereto (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent"“Lenders”), and Xxxxx Fargo Bank, National Association, as administrative agent (the Lenders parties thereto“Administrative Agent”) for the Lenders, as issuing lender and as swing line lender. Terms Capitalized terms used in this Term Note that are defined in the Credit Agreement are used herein with and not otherwise defined in this Term Note have the same meaningmeanings assigned to such terms in the Credit Agreement. The Credit Agreement, among other things, ("Assignor"a) provides for the making of the Term Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Term Advance being evidenced by this Term Note, and ("Assignee"b) agree as follows:contains provisions for acceleration of the maturity of this Term Note upon the happening of certain events stated in the Credit Agreement and for optional and mandatory prepayments of principal prior to the maturity of this Term Note upon the terms and conditions specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Borrower in same day funds. The Payee shall record payments of principal made under this Term Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Term Note. This Term Note is secured by the Security Documents and guaranteed pursuant to the terms of the Guaranty.
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of the Credit Agreement. The Lender shall, and is hereby authorized to, record Borrower further agrees to pay interest in like money at such office specified in the Credit Agreement on the schedule unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.06 of the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached heretohereto and made a part hereof the date, or to otherwise record in accordance with its usual practice, the date Type and amount of each Advance [Tranche A][Tranche B][Tranche C] Revolving Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal payment hereunderthereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower in respect of any [Tranche A][Tranche B][Tranche C] Revolving Loan. This Note (AND NOT THE LAW OF CONFLICTSa) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSis one of the promissory notes relating to Revolving Borrowings of [Tranche A Revolving Loans][Tranche B Revolving Loans][Tranche C Revolving Loans] referred to in the Second Amended and Restated Credit Agreement dated as of June 30, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), among the Borrower, the Lender, the several banks and other financial institutions or entities from time to time parties thereto as Lenders and Issuing Banks, Citicorp North America, Inc., as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and as collateral agent, and the other financial institutions from time to time party thereto, (b) is subject to the provisions of the Credit Agreement, and (c) is subject to optional prepayment in whole or in part as provided in the Credit Agreement. This Note is one of secured and guaranteed as provided in the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference Loan Documents. Reference is hereby made to the Loan Documents for a statement description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions under upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be prepaid declared to be, immediately due and payable, all as provided in the Credit Agreement. To the extent permitted by applicable law, all parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or its maturity date acceleratedotherwise, hereby waive presentment, demand, protest and all other notices of any kind, except as expressly set forth in the Credit Agreement. Capitalized Unless otherwise defined herein, capitalized terms defined in the Credit Agreement and used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. GCI HOLDINGSNRG ENERGY, INC. By: ItsName: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Title: Date Amount of [ABR][Canadian Base Rate] Loans Amount Converted to [ABR][Canadian Base Rate] Loans Amount of Interest Principal of [ABR][Canadian Base Rate] Loans Repaid Amount of [ABR][Canadian Base Rate] Loans Converted to [Term SOFR][Daily Simple SOFR][Term CXXXX] Loans Unpaid Date Advance Period Paid Principal Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT of [ABR][Canadian Base Rate] Loans Notation Made By THIS NOTE AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $[____________] New York, 1997, (as amended, restated, or otherwise modified from time to time, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:New York
Appears in 1 contract
Samples: Credit Agreement (NRG Energy, Inc.)
of the Credit Agreement. The Lender shall, and is hereby authorized to, record Borrower further agrees to pay interest in like money at such office on the schedule attached hereto, or unpaid principal amount hereof from time to otherwise record time outstanding at the rates and on the dates specified in accordance with its usual practice, the date subsections 2.13 and amount 2.15 of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSsuch Credit Agreement. This Note (a) is one of the Term Notes issued pursuant to, and is entitled referred to the benefits of, in the Credit Agreement, Agreement dated as of August 1December , 1997 (as amended, restated supplemented or otherwise modified and in effect from time to time, the "Credit Agreement"), among the Borrower, the Lender, the other banks named therein and NationsBank financial institutions from time to time parties thereto and the Canadian Imperial Bank of TexasCommerce, N.A.as administrative agent, Administrative Agent, (b) is subject to which the provisions of the Credit Agreement reference and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a statement description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions under upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all amounts then remaining unpaid on this Note shall become, or may be prepaid declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or its maturity date acceleratedotherwise, hereby waive presentment, demand, protest and all other notices of any kind. Capitalized Unless otherwise defined herein, terms defined in the Credit Agreement and used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. GCI HOLDINGSNOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, INCTHIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. AMERICAN BUILDINGS COMPANY By: Its: SCHEDULE :_____________________________ Name:___________________________ Title:__________________________ EXHIBIT G-2 FORM OF ADVANCES REVOLVING CREDIT NOTE THIS NOTE AND PAYMENTS THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF PRINCIPAL THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF GCI HOLDINGSSUCH CREDIT AGREEMENT. $_________ New York, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November New York December __, 1997, (as amended, restated, or otherwise modified from time to time1997 FOR VALUE RECEIVED, the "Credit Agreement") among GCI Holdingsundersigned, Inc.AMERICAN BUILDINGS COMPANY, an Alaskan a Delaware corporation (the "Borrower"), NationsBank hereby unconditionally promises to pay to the order of Texas, N.A., as Administrative Agent the ____________ (the "Administrative AgentLender") at the office of the Canadian Imperial Bank of Commerce, located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in lawful money of the United States of America and in immediately available funds, on the Revolving Credit Termination Date the principal amount of (a) ___________ DOLLARS ($________), or, if less, (b) the aggregate unpaid principal amount of all Revolving Credit Loans made by the Lender to the Borrower pursuant to subsection 2.4 of the Credit Agreement, as hereinafter defined. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the Lenders parties theretodates specified in subsections 2.13 and 2.15 of such Credit Agreement. Terms defined in The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Revolving Credit Loan made pursuant to the Credit Agreement are used herein and the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. Each such endorsement shall constitute prima facie evidence of the same meaningaccuracy of the information endorsed. ("Assignor") and ("Assignee") agree as follows:The failure to make any such endorsement shall not affect the obligations of the Borrower in respect of such Revolving Credit Loan.
Appears in 1 contract
of the Credit Agreement. The Lender shall, and is hereby authorized to, record Borrower further agrees to pay interest in like money at such office on the schedule attached hereto, or unpaid principal amount hereof from time to otherwise record time outstanding at the rates and on the dates specified in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSCredit Agreement. This Note (a) is one of the Notes issued pursuant to, and is entitled to the benefits of, the Second Lien Credit Agreement, dated as of August 1May 23, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement"”), among TASC Parent Corporation, a Delaware corporation, the Borrower, the several banks and other financial institutions or entities from time to time parties thereto and Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”) and Collateral Agent, (b) is subject to the provisions of the Credit Agreement, which are hereby incorporated by reference, (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement and (d) is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Credit Agreement for a statement of all the terms and conditions under which the Tranche B Term Loans evidenced hereby are made and are to be repaid. In the event of any conflict or inconsistency between the terms of this Note and the terms of the Credit Agreement, to the fullest extent permitted by applicable law, the terms of the Credit Agreement shall govern and be controlling. Upon the occurrence of any one or more Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as and to the extent provided in the Credit Agreement. No failure in exercising any rights hereunder or under the other Loan Documents on the part of the Lender shall operate as a waiver of such rights. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby expressly waive, to the fullest extent permitted by applicable law, presentment, demand, protest and all other similar notices or similar requirements. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT. TASC, INC. By: Name: Title: Reference is made to that certain Second Lien Credit Agreement, dated as of May 23, 2014 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among GCI HoldingsTASC Parent Corporation, Inc.TASC, an Alaskan corporation Inc. (the "“Borrower"”), NationsBank of Texasthe Lenders party thereto from time to time, N.A.and Barclays Bank PLC, as Administrative Agent (the "Administrative and Collateral Agent"), and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaningmeanings. ("Assignor") The undersigned, TASC, Inc., refers to the Credit Agreement, and ("Assignee") agree hereby gives you notice that, pursuant to [Section 2.11] [Section 2.12] of the Credit Agreement, the undersigned intends to make a prepayment as follows:
Appears in 1 contract
Samples: Second Lien Credit Agreement (Engility Holdings, Inc.)
of the Credit Agreement. The Lender shall, Borrowers further jointly and is hereby authorized to, record severally agree to pay interest in like money at such Funding Office on the schedule unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 4.5 of the Credit Agreement. The holder of this Tranche B-1 Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached heretohereto and made a part hereof the date, or to otherwise record in accordance with its usual practice, the date Type and amount of each Advance the Loan and the date and amount of each payment or prepayment of principal payment hereunderwith respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of LIBOR Loans, the length of each Interest Period with respect thereto. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSEach such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrowers in respect of the Loan. This Tranche B-1 Note (a) is one of the Notes issued pursuant to, and is entitled referred to the benefits of, in the Credit Agreement, dated as of August 1June 21, 1997 2012, and as amended and restated as of July 30, 2014 (as amended, restated or otherwise modified amended and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") ”), among GCI Holdingsthe Borrowers, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement and Xxxxxx Xxxxxxx Senior Funding, Inc., an Alaskan corporation as administrative agent (in such capacity, and together with its successors and assigns in such capacity, the "Borrower"“Administrative Agent”) and as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”), NationsBank (b) is subject to the provisions of Texasthe Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Tranche B-1 Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, N.A., as Administrative Agent (the "Administrative Agent"), nature and extent of the security and the Lenders guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Tranche B-1 Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Tranche B-1 Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties theretonow and hereafter liable with respect to this Tranche B-1 Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive, to the maximum extent permitted by applicable law, presentment, demand, protest and all other notices of any kind. Terms Unless otherwise defined herein, terms defined in the Credit Agreement are and used herein shall have the meanings given to them in the Credit Agreement. AIRCELL BUSINESS AVIATION SERVICES LLC By: Name: Title: GOGO LLC By: Name: Title: GOGO INTERMEDIATE HOLDINGS LLC By: Name: Title: Date Amount of Base Rate Loans Amount Converted to Base Rate Loans Amount of Principal of Base Rate Loans Repaid Amount of Base Rate Loans Converted to LIBOR Loans Unpaid Principal Balance of Base Rate Loans Notation Made By Date Amount of LIBOR Loans Amount Converted to LIBOR Loans Interest Period and LIBOR Rate with the same meaningRespect Thereto Amount of Principal of LIBOR Loans Repaid Amount of LIBOR Loans Converted to Base Rate Loans Unpaid Principal Balance of LIBOR Loans Notation Made By THIS TRANCHE B-2 NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. ("Assignor") and ("Assignee") agree as follows:TRANSFERS OF THIS TRANCHE B-2 NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $ New York, New York , 20
Appears in 1 contract
of the Credit Agreement. The Lender shallExcept as specifically provided by the Credit Agreement, the Parent hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and is hereby authorized toany other notice of any kind. No failure to exercise, record and no delay in exercising, any rights hereunder on the schedule attached hereto, or to otherwise record in accordance with its usual practice, part of the date and amount holder of each Advance and the date and amount this Swingline Note shall operate as a waiver of each principal payment hereundersuch rights. THIS SWINGLINE NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT NEW YORK. THIS SWINGLINE NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSTRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. By: Name: Title: $ , FOR VALUE RECEIVED, the undersigned, a (the “Subsidiary Borrower”), hereby promises to pay to the order of (“Lender”) the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Swingline Loans (as defined in the Credit Agreement referred to below) made by the Lender (or predecessor in interest by assignment) to the Subsidiary Borrower, together with interest on the unpaid principal amount of the Swingline Loans from the date of such Swingline Loans until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Subsidiary Borrower may make prepayments on this Swingline Note in accordance with the terms of the Credit Agreement. This Swingline Note is one of the Swingline Notes issued pursuant toreferred to in, and is entitled to the benefits of, and is subject to the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to timeterms of, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated 5-Year Revolving Credit Agreement dated as of November September 28, 1997, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") ”), by and among GCI Holdingsthe Parent, Inc.each Borrowing Subsidiary, an Alaskan corporation the Lenders who are or may become a party thereto, the issuing banks party thereto and Xxxxx Fargo Bank, National Association, as administrative agent (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "“Administrative Agent")”) and as Swingline Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the Swingline Loans by the Lender to the Borrowers in an aggregate principal amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Subsidiary Borrower resulting from each such Swingline Loan being evidenced by this Swingline Note, and (b) contains provisions for acceleration of the Lenders parties thereto. Terms defined maturity of this Swingline Note upon the happening of certain events stated in the Credit Agreement and for prepayments of principal prior to the maturity of this Swingline Note upon the terms and conditions specified in the Credit Agreement. Both principal and interest are used herein with payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Parent in same meaningday funds. ("Assignor") and ("Assignee") agree as follows:The Lender shall record payments of principal made under this Swingline Note, but no failure of the Lender to make such recordings shall affect the Subsidiary Borrower’s repayment obligations under this Swingline Note.
Appears in 1 contract
of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the All terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. GCI HOLDINGSThe Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, INCnotice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. INMAC SA By: Its---------------------------------------- Name: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Title: Amount of Loan (as applicable, in Dollars or Amount of Interest Amount Unpaid Balance Notation Date Advance Period Paid Balance Alternative Currency) Payment Outstanding By ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $8,000,000 Norwalk, Connecticut May 10, 1996 For value received, INMAC B.V., a company with limited liability organized under the laws of The Netherlands (the "Borrower"), hereby promises to pay to the Amended order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of Eight Million Dollars ($8,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and Resated in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other time), endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of November July 25, 1997, 1995 (as amendedamended by that certain First Amendment Agreement dated as of January 1, restated1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or otherwise modified supplemented from time to time, the "Credit Agreement") among GCI HoldingsMicro Warehouse, Inc., an Alaskan corporation (the "Borrower"), NationsBank each of Texas, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:other Subsidiaries of Micro Warehouse,
Appears in 1 contract
of the Credit Agreement. The Each Revolving Advance owing to the Lender shallby the Borrower and the maturity thereof, and is hereby authorized toall payments made on account of principal thereof, record shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the schedule grid attached hereto, which is part of this Promissory Note; provided, however, that any failure to make such -------- ------- endorsement on such grid shall in no way alter, impair or to otherwise record in accordance with its usual practice, limit the date and amount of each Advance and the date and amount of each principal payment Borrower's obligations hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Promissory Note is one of the Notes issued pursuant toreferred to in, and is entitled to the benefits of, the Credit Agreement, Agreement dated as of August 1April 25, 1997 (as the same may be amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, supplemented or otherwise modified from time to time, the "Credit AgreementCREDIT AGREEMENT") among GCI Holdingsthe Borrower, National Golf Properties, Inc., an Alaskan corporation (the "Borrower")---------------- Lender and certain other lenders parties thereto, and NationsBank of Texas, N.A., as Administrative Agent for the Lender and such other lenders. The Credit Agreement, among other things, (i) provides for the making of certain revolving advances (the "Administrative AgentREVOLVING ADVANCES") by the Lender to the Borrower from time to time in an ------------------ aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Revolving Advance being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of California. NATIONAL GOLF OPERATING PARTNERSHIP, L.P. By: NATIONAL GOLF PROPERTIES, INC., its General Partner By:_________________________________ Title: ADVANCES AND PAYMENTS OF PRINCIPAL ============================================================================================================= Amount of Principal Unpaid Principal Notation Date Amount of Advance Paid or Prepaid Balance Made By ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ============================================================================================================= EXHIBIT E NGP GUARANTY GUARANTY dated as of April 25, 1997 (as amended, supplemented or otherwise modified from time to time, this "GUARANTY") made by NATIONAL GOLF -------- PROPERTIES, INC., a Maryland corporation (the "GUARANTOR"), and in favor of the Lenders parties thereto. Terms defined in --------- financial institutions from time to time party to the Credit Agreement referred to below as Lender Parties and NationsBank of Texas, N.A., as agent for such Lender Parties (in such capacity, together with any successor appointed pursuant to Article VIII of the Credit Agreement, the "AGENT"; the Agent and such Lender ----- Parties are each referred to individually herein as a "GUARANTEED PARTY" and are ---------------- collectively referred to herein as the "GUARANTEED PARTIES"). ------------------ PRELIMINARY STATEMENT. National Golf Operating Partnership, L.P., a Delaware limited partnership (the "BORROWER") has entered into a Credit -------- Agreement dated as of April 25, 1997 with the Guarantor, the financial institutions from time to time party thereto as Lender Parties and NationsBank of Texas, N.A., as Agent (said Agreement, as it may hereafter be amended, supplemented or otherwise modified from time to time, being the "CREDIT ------ AGREEMENT", the terms defined therein and not otherwise defined herein being --------- used herein with as therein defined). The Guarantor will derive substantial direct and indirect benefit from the same meaningtransactions contemplated by the Credit Agreement. ("Assignor") It is a condition precedent to the making of Advances by the Lenders and ("Assignee") agree as follows:the issuance of Letters of Credit by the L/C Bank under the Credit Agreement from time to time that the Guarantor execute and deliver this Guaranty.
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of the Credit Agreement. The Lender shallExcept as specifically provided by the Credit Agreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and is hereby authorized toany other notice of any kind. No failure to exercise, record and no delay in exercising, any rights hereunder on the schedule attached hereto, or to otherwise record in accordance with its usual practice, part of the date and amount holder of each Advance and the date and amount this Revolving Note shall operate as a waiver of each principal payment hereundersuch rights. THIS REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT NEW YORK. THIS REVOLVING NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSTRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS REVOLVING NOTE AND THE LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. By: Name: Title: $75,000,000.00 , FOR VALUE RECEIVED, the undersigned, DIAMOND OFFSHORE DRILLING, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of (“Lender”) the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Swingline Loans (as defined in the Credit Agreement referred to below) made by the Lender (or predecessor in interest by assignment) to the Borrower, together with interest on the unpaid principal amount of the Swingline Loans from the date of such Swingline Loans until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Swingline Note in accordance with the terms of the Credit Agreement. This Swingline Note is one of the Notes issued pursuant toSwingline Note referred to in, and is entitled to the benefits of, and is subject to the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to timeterms of, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated 5-Year Revolving Credit Agreement dated as of November September 28, 1997, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") ”), by and among GCI Holdingsthe Borrower, Inc.the Lenders who are or may become a party thereto, an Alaskan corporation the issuing banks party thereto and Xxxxx Fargo Bank, National Association, as administrative agent (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "“Administrative Agent")”) and as Swingline Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the Swingline Loans by the Lender to the Borrower in an aggregate principal amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Swingline Loan being evidenced by this Swingline Note, and (b) contains provisions for acceleration of the Lenders parties thereto. Terms defined maturity of this Swingline Note upon the happening of certain events stated in the Credit Agreement and for prepayments of principal prior to the maturity of this Swingline Note upon the terms and conditions specified in the Credit Agreement. Both principal and interest are used herein with payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Borrower in same meaningday funds. ("Assignor") and ("Assignee") agree as follows:The Lender shall record payments of principal made under this Swingline Note, but no failure of the Lender to make such recordings shall affect the Borrower’s repayment obligations under this Swingline Note.
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Samples: 5 Year Revolving Credit Agreement (Diamond Offshore Drilling Inc)
of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the All terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. GCI HOLDINGSThe Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, INCnotice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE FRANCE SARL By: Its-------------------------- Name: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Title: Amount of Loan (as applicable, in Dollars or Amount of Interest Amount Unpaid Balance Notation Date Advance Period Paid Balance Alternative Currency) Payment Outstanding By ---- ---------------------- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made ----------- -- REVOLVING CREDIT NOTE $6,000,000 Norwalk, Connecticut May 10, 1996 For value received, MICRO WAREHOUSE (DEUTSCHLAND) GMBH, a limited liability company organized under the laws of the Federal Republic of Germany (the "Borrower"), hereby promises to pay to the Amended order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of Six Million Dollars ($6,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and Resated in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other time), endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of November July 25, 1997, 1995 (as amendedamended by that certain First Amendment Agreement dated as of January 1, restated1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or otherwise modified supplemented from time to time, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:Micro
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of the Credit Agreement. The Lender shall, Each of the Borrower and the other Loan Parties acknowledges and agrees that as a result of the Specified Events of Default (a) the conditions precedent to further Loans and other extensions of credit under Section 3.2 of the Credit Agreement will not be satisfied so long as any Specified Event of Default is hereby authorized to, record on continuing and the schedule attached heretoLenders and the L/C Issuer have no obligation to make further Loans or other extensions of credit under the Credit Agreement so long as any Specified Event of Default, or to otherwise record any other Default or Event of Default, is continuing (and any further Loans and other extensions of credit under the Credit Agreement during the continuance of any Specified Event of Default or any other Default or Event of Default shall be made in accordance with its usual practice, the date sole and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one absolute discretion of the Notes issued Lenders and L/C Issuer, as applicable), (b) neither Borrower nor any other Loan Party shall take any action that is prohibited by the Credit Agreement during a Default or Event of Default, including, without limitation, making any Restricted Payments pursuant to, and is entitled to the benefits of, Section 8.5(d) of the Credit Agreement, dated as of August 1(c) subject to Section 5 hereof, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, or otherwise modified from time to time, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent"), Agents and the other Lenders parties thereto. Terms defined in have the immediate right to exercise any and all rights and remedies under the Credit Agreement are used herein with and the same meaning. ("Assignor") other Loan Documents including, without limitation, the right to terminate any commitment to make further extensions of credit and to declare all or any portion of the Obligations to be immediately due and payable and ("Assignee"d) agree any current or any further non-exercise of other rights, remedies, powers and privileges under the Loan Documents, with respect to any of the Specified Events of Default or any other Defaults or Events of Default (whether now existing or hereafter occurring) by Agents and the other Lenders shall not be, and shall not be construed as, a waiver thereof. Subject to Section 5 hereof, the Agents and the other Lenders reserve their right to fully invoke any and all or their rights, remedies, powers or privileges under the Credit Agreement and all other Loan Documents, at any time as follows:they deem appropriate in respect of any of the Specified Events of Default or any other Defaults or Events of Default that may now or hereafter exist.
Appears in 1 contract
Samples: Forbearance Agreement and Fourth Amendment to the Credit Agreement (Purple Communications, Inc.)
of the Credit Agreement. The Lender shall, holder of this Swingline Note (this “Note”) may endorse and is hereby authorized to, record on attach a schedule to reflect the schedule attached hereto, or to otherwise record in accordance with its usual practicedate, the date and amount of each Advance Swingline Loan and the date and amount of each payment or prepayment of principal payment hereunderthereof; provided that the failure of the Lender to make such recordation (or any error in such recordation) shall not affect the obligations of Borrower hereunder or under the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement (as amended, modified or supplemented from time to time, the “Credit Agreement”), dated as of November 14, 2013, among Borrower, NORCRAFT INTERMEDIATE HOLDINGS, L.P., a Delaware limited partnership (“Intermediate Holdings”), the Subsidiary Guarantors, the Lenders, RBC CAPITAL MARKETS and KEYBANK NATIONAL ASSOCIATION, as joint lead arrangers and joint bookrunners (in such capacities, individually, “Arranger” and collectively the “Arrangers”), and ROYAL BANK OF CANADA, as swingline lender, as issuing bank, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties, is subject to the provisions thereof and is subject to optional and mandatory prepayments in whole or in part as provided therein. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE FEDERAL APPLICATION OF THE LAWS APPLICABLE TO NATIONAL BANKSOF ANOTHER JURISDICTION. This Note is one of the Notes issued pursuant toNORCRAFT COMPANIES, and is entitled to the benefits ofL.P., the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. Borrower By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGSNORCRAFT GP, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November L.L.C., 1997, (as amended, restated, or otherwise modified from time to time, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:its general partner
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of the Credit Agreement. The Lender shall, and is hereby authorized to, record Borrower further agrees to pay interest in like money on the schedule unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.14 of the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached heretohereto and made a part hereof the date, or to otherwise record in accordance with its usual practice, the date Type and amount of each Advance the Term Loan and the date and amount of each payment or prepayment of principal payment hereunderwith respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSEach such endorsement shall, in the absence of manifest error, constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Term Notes issued pursuant to, and is entitled referred to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November February 1, 1997, 2000 (as amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") ”), among GCI Holdingsthe Borrower, the Lender, the other banks and financial institutions or entities from time to time parties thereto, First Union National Bank, as Administrative Agent, Bear, Xxxxxxx & Co., Inc., an Alaskan corporation (the "Borrower")as Lead Arranger, NationsBank of Texas, N.A.GMAC Commercial Credit LLC, as Administrative Agent (the "Administrative Documentation Agent"), and Bear Xxxxxxx Corporate Lending Inc., as Syndication Agent, (b) is subject to the Lenders provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties theretonow and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive to the extent permitted by applicable law presentment, demand, protest and all other notices of any kind. Terms Unless otherwise defined herein, terms defined in the Credit Agreement are and used herein shall have the meanings given to them in the Credit Agreement. INAMED CORPORATION By: Name: Title: THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $ , 200 FOR VALUE RECEIVED, the undersigned, INAMED CORPORATION, a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to (the “Lender”) or its registered assigns in lawful money of the United States and in immediately available funds, on the Revolving Termination Date the principal amount of (a) DOLLARS ($ ) or, if less, (b) the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to Section 2.4 of the Credit Agreement. The Borrower further agrees to pay interest in like money on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.14 of the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Revolving Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. Each such endorsement shall, in the same meaningabsence of manifest error, constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower in respect of any Revolving Loan. This Note ("Assignor"a) is one of the Revolving Notes referred to in the Credit Agreement dated as of February 1, 2000 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lender, the other banks and financial institutions or entities from time to time parties thereto, First Union National Bank, as Administrative Agent, Bear, Xxxxxxx & Co., Inc., as Lead Arranger, GMAC Commercial Credit LLC, as Documentation Agent, and Bear Xxxxxxx Corporate Lending Inc., as Syndication Agent, (b) is subject to the provisions of the Credit Agreement and ("Assignee"c) agree is subject to optional and mandatory prepayment in whole or in part as followsprovided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive to the extent permitted by applicable law presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. INAMED CORPORATION By: Name: Title: to Revolving Note THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $ New York, New York , 200 FOR VALUE RECEIVED, the undersigned, INAMED CORPORATION, a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to (the “Swing Line Lender”) or its registered assigns in lawful money of the United States and in immediately available funds, on the Revolving Termination Date the principal amount of (a) DOLLARS ($ ), or, if less, (b) the aggregate unpaid principal amount of all Swing Line Loans made by the Swing Line Lender to the Borrower pursuant to Section 2.6 of the Credit Agreement, as hereinafter defined. The Borrower further agrees to pay interest in like money on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.14 of the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Swing Line Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof. Each such endorsement shall, in the absence of manifest error, constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower in respect of any Swing Line Loan. This Note (a) is the Swing Line Note referred to in the Credit Agreement dated as of February 1, 2000 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Swing Line Lender, the other banks and financial institutions or entities from time to time parties thereto, First Union National Bank, as Administrative Agent, Bear, Xxxxxxx & Co., Inc., as Lead Arranger, GMAC Commercial Credit LLC, as Documentation Agent, and Bear Xxxxxxx Corporate Lending Inc., as Syndication Agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive to the extent permitted by applicable law presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. INAMED CORPORATION By: Name: Title:
Appears in 1 contract
Samples: Credit Agreement (Inamed Corp)
of the Credit Agreement. The Lender shall, and holder of this Note is hereby authorized to, to record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance Swing Line Loan made pursuant to Section 2.19 of the Credit Agreement and each payment of principal with respect thereto on the date schedule annexed hereto and amount made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, and any such recordation shall constitute prima facie evidence, absent manifest error, of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSthe accuracy of the information recorded; provided that failure by the Lender to make any such recordation or any error in such recordation shall not affect the obligations of the Borrower hereunder or under the Credit Agreement in respect of the Swing Line Loans. This Note is one of the Swing Line Loan Notes issued pursuant to, and is entitled referred to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November June 7, 19972013, among the Borrower, Xxxxxxxx 66 Partners Holdings LLC, the Lender, certain other banks and financial institutions parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"”; terms defined therein and not otherwise defined herein being used herein as therein defined), NationsBank and is entitled to the benefits thereof. The Borrower agrees to pay expenses incurred by the Lender in connection with the enforcement of Texasits rights and remedies under the Credit Agreement and this Note as provided in Section 9.5 of the Credit Agreement. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided therein. XXXXXXXX 66 PARTNERS LP By XXXXXXXX 66 PARTNERS GP LLC, its General Partner By: Name: Title: Date Amount of Swing Line Loans Interest Rate Basis Amount of Principal Repaid Unpaid Principal Balance Notation Made By JPMorgan Chase Bank, N.A., as Administrative Agent 000 Xxxxxxx Xxxxxxxxxx Xxxx, Ops 0, Xxxxx 00 Xxxxxx, XX, 00000-0000, Xxxxxx Xxxxxx Attention: Loan and Agency Services, Xxxxxxx Xxxxxx [Date] Reference: Xxxxxxxx 66 Partners LP Ladies and Gentlemen: The undersigned, XXXXXXXX 66 PARTNERS LP, refers to the Credit Agreement dated as of June 7, 2013 (as amended, supplemented or otherwise modified from time to time, the "“Credit Agreement,” with terms defined therein and not otherwise defined herein being used herein as therein defined), among the undersigned, JPMorgan Chase Bank, N.A., as Administrative Agent"), Swing Line Lender and an Issuing Bank, the Lenders and other Persons from time to time party thereto, and the Lenders parties thereto. Terms defined in undersigned hereby gives you notice, irrevocably, pursuant to Section 2.3 of the Credit Agreement are used herein Agreement, that the undersigned hereby requests a borrowing under the Credit Agreement, and with respect thereto sets forth below the same meaning. information relating to such borrowing ("Assignor"the “Proposed Borrowing”) and ("Assignee") agree as followsrequired by Section 2.3 of the Credit Agreement:
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of the Credit Agreement. The Lender shall, and holder of this Note is hereby authorized to, to record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance Loan made by the Lender pursuant to Section 2.1 of the Credit Agreement, each payment of principal with respect thereto, and each conversion or continuation made pursuant to Section 2.6 of the date Credit Agreement, on the schedules annexed hereto and amount made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, and any such recordation shall constitute prima facie evidence, absent manifest error, of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSthe accuracy of the information recorded; provided that failure by the Lender to make any such recordation or any error in such recordation shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This Note is one of the Notes issued pursuant to, and is entitled referred to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November March 19, 19972020, among Xxxxxxxx 66, as the Borrower, Xxxxxxxx 66 Company, as the Initial Guarantor, the Lender, certain other banks and financial institutions parties thereto, and Mizuho Bank, Ltd., as Administrative Agent (as amended, restatedsupplemented, or otherwise modified from time to time, the "“Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"”; terms defined therein and not otherwise defined herein being used herein as therein defined), NationsBank is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. The Borrower agrees to pay expenses incurred by the Lender in connection with the enforcement of Texasits rights and remedies under the Credit Agreement and this Note as provided in Section 9.5 of the Credit Agreement. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, N.A.all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided therein. HOU:3771695.5 XXXXXXXX 66 By: Name: Title HOU:3771695.5 Date Amount of Reference Rate Loans Made or Converted from Eurodollar Loans Amount of Reference Rate Loans Paid or Converted into Eurodollar Loans Unpaid Principal Balance of Reference Rate Loans Notation Made By _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ HOU:3771695.5 EURODOLLAR LOANS, CONVERSIONSAND PAYMENTS OF EURODOLLAR LOANS Date Amount ofEurodollarLoans Madeor Convertedfrom ReferenceRate Loans InterestPeriod andEurodollarRate withRespectThereto Amount ofEurodollarLoansPaid orConverted intoReferenceRate Loans UnpaidPrincipalBalance ofEurodollarLoans Notation Made By _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ HOU:3771695.5 Exhibit B – Page 1 HOU:3771695.5 Mizuho Bank, Ltd., as Administrative Agent Harborside Financial Center 0000 Xxxxx Xxx Xxxxxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxx, Loan Administration, Americas Business Operations Department Telephone: (000) 000-0000 Email: Xxx_xxxxx@xxxxxxxxxxx.xxx [Date] Reference: Xxxxxxxx 66 Ladies and Gentlemen: The undersigned, XXXXXXXX 66, refers to the "Credit Agreement dated as of March 19, 2020 (as amended, supplemented, or otherwise modified from time to time, the “Credit Agreement,” with terms defined therein and not otherwise defined herein being used herein as therein defined), among the undersigned, Xxxxxxxx 66 Company, as the Initial Guarantor, Mizuho Bank, Ltd., as Administrative Agent"), and the Lenders parties theretoLenders. Terms defined in The undersigned hereby gives you notice, irrevocably, pursuant to Section 2.3 of the Credit Agreement are used herein Agreement, that the undersigned hereby requests a borrowing under the Credit Agreement, and with respect thereto sets forth below the same meaning. information relating to such borrowing ("Assignor"the “Proposed Borrowing”) and ("Assignee") agree as followsrequired by Section 2.3 of the Credit Agreement:
Appears in 1 contract
Samples: Credit Agreement (Phillips 66)
of the Credit Agreement. The Lender shallBorrower hereby unconditionally further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding from the date hereof, and on any unpaid interest payable hereon, from the date such interest is hereby authorized todue hereunder, record at the applicable rates per annum and on the schedule attached heretodates set forth in Section 2.12 of the Credit Agreement until such principal amount is paid in full (both before and after judgment). The holder of this Term Note is authorized to record the date, Type and amount of the Term Loan made pursuant to Section 2.6 of the Credit Agreement, each continuation thereof, each conversion of all or a portion thereof to otherwise record in accordance with its usual practiceanother Type, the date and amount of each Advance and payment or prepayment of principal thereof and, in the date and amount case of Eurodollar Loans, the length of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS Interest Period with respect thereto, on the schedules annexed hereto and made a part hereof, which recordation shall constitute PRIMA FACIE evidence of the accuracy of the information so recorded absent manifest error; PROVIDED that failure by the Lender to make any such recordation (AND NOT THE LAW OF CONFLICTSor any error in such recordation) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSon this Term Note shall not affect the obligations of the Borrower under this Term Note or the Credit Agreement. This Term Note is one of the Term Notes issued pursuant to, and is entitled referred to the benefits of, in the Credit Agreement, dated as of August 1October 21, 1997 1999 (as further amended, restated or otherwise modified and in effect from time to timesupplemented, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, waived or otherwise modified from time to time, the "CREDIT AGREEMENT"; terms defined therein being used herein as defined therein), among the Borrower, the several banks and other financial institutions parties thereto (including the Lender), Canadian Imperial Bank of Commerce, as Issuer, the Administrative Agent and CIBC World Markets Corp., as Lead Arranger, and is entitled to the benefits thereof, and is subject to optional and mandatory prepayment in whole or in part as provided therein. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement") , all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable, all as provided therein. This Term Note is secured as provided in the Security Documents. Reference is hereby made to the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the obligations secured, the terms and conditions upon which the security interest was granted and the rights of the holder of this Term Note in respect thereof. Payment and performance of this Term Note is guaranteed as set forth in the Subsidiary Guarantees. The undersigned hereby unconditionally agrees to pay all costs and expenses incurred by the Lender in connection with the enforcement of its rights and remedies under the Credit Agreement and said Security Documents as provided therein. All parties now and hereafter liable with respect to this Term Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. THIS TERM NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATION LAW). AAVID THERMAL TECHNOLOGIES, INC. By: ___________________________ Name: Title: 97 SCHEDULE A TO TERM NOTE LOANS, CONVERSIONS AND PAYMENTS OF EURODOLLAR LOANS ========== =============== ==================== ================ ==================== =============== ============== Amount Amount of of Alternate Base Interest Eurodollar Rate Loans Period and Loans Amount Converted Eurodollar Converted of Amount of into Rate with into Principal Eurodollar Eurodollar Respect Alternate Base Repaid or Notation Date Loans Made Loans Thereto Rate Loans Prepaid Made by ---------- --------------- -------------------- ---------------- -------------------- --------------- -------------- ---------- --------------- -------------------- ---------------- -------------------- --------------- -------------- ---------- --------------- -------------------- ---------------- -------------------- --------------- -------------- ---------- --------------- -------------------- ---------------- -------------------- --------------- -------------- ---------- --------------- -------------------- ---------------- -------------------- --------------- -------------- ---------- --------------- -------------------- ---------------- -------------------- --------------- -------------- ---------- --------------- -------------------- ---------------- -------------------- --------------- -------------- ---------- --------------- -------------------- ---------------- -------------------- --------------- -------------- ---------- --------------- -------------------- ---------------- -------------------- --------------- -------------- ---------- --------------- -------------------- ---------------- -------------------- --------------- -------------- ---------- --------------- -------------------- ---------------- -------------------- --------------- -------------- ---------- --------------- -------------------- ---------------- -------------------- --------------- -------------- ---------- --------------- -------------------- ---------------- -------------------- --------------- -------------- ---------- --------------- -------------------- ---------------- -------------------- --------------- -------------- ---------- --------------- -------------------- ---------------- -------------------- --------------- -------------- ---------- --------------- -------------------- ---------------- -------------------- --------------- -------------- ---------- --------------- -------------------- ---------------- -------------------- --------------- -------------- ---------- --------------- -------------------- ---------------- -------------------- --------------- -------------- ---------- --------------- -------------------- ---------------- -------------------- --------------- -------------- ---------- --------------- -------------------- ---------------- -------------------- --------------- -------------- ========== =============== ==================== ================ ==================== =============== ============== SCHEDULE B TO TERM NOTE LOANS, CONVERSIONS AND PAYMENTS OF ALTERNATE BASE RATE LOANS ========== ==================== ==================== ================ ================ =============== ============== Amount of Amount of Alternate Eurodollar Base Interest Loans Rate Loans Period and Amount of Converted Converted Eurodollar Amount Alternate Base into into Rate with of Rate Loans Alternate Base Eurodollar Respect Principal Notation Date Made Rate Loans Loans Thereto Repaid Made by ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ---------- -------------------- -------------------- ---------------- ---------------- --------------- -------------- ========== ==================== ==================== ================ ================ =============== ============== EXHIBIT C-1 TO CREDIT AGREEMENT FORM OF NOTICE OF BORROWING To: Canadian Imperial Bank of Commerce, as Administrative Agent for the Lenders under the Credit Agreement dated as of October __, 1999 among GCI HoldingsAavid Thermal Technologies, Inc., an Alaskan a Delaware corporation (the "BorrowerBORROWER"), NationsBank the Lenders, Canadian Imperial Bank of Texas, N.A.Commerce, as Issuer, the Administrative Agent and CIBC World Markets Corp., as Lead Arranger and Bookrunner (as amended, supplemented or otherwise modified from time to time, the "Administrative AgentCREDIT AGREEMENT"), and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:.
Appears in 1 contract
of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the All terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. GCI HOLDINGSThe Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, INCnotice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. INMAC (UK) LIMITED By: Its--------------------------------------- Name: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Title: Amount of Loan (as applicable, in Dollars or Amount of Interest Amount Unpaid Balance Notation Date Advance Period Paid Balance Alternative Currency) Payment Outstanding By ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $10,000,000 Norwalk, Connecticut May 10, 1996 For value received, INMAC GMBH, a limited liability company organized under the laws of the Federal Republic of Germany (the "Borrower"), hereby promises to pay to the Amended order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of Ten Million Dollars ($10,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and Resated in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other time), endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of November July 25, 1997, 1995 (as amendedamended by that certain First Amendment Agreement dated as of January 1, restated1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or otherwise modified supplemented from time to time, the "Credit Agreement") among GCI HoldingsMicro Warehouse, Inc., an Alaskan corporation (the "Borrower"), NationsBank each of Texas, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:other Subsidiaries of Micro Warehouse,
Appears in 1 contract
of the Credit Agreement. The Lender shall, All payments of principal of and is hereby authorized to, record interest on this Note shall be payable in lawful currency of the schedule attached hereto, or United States of America to otherwise record the account designated by the Agent (and as to which the Agent has notified the Borrower) in immediately available funds in accordance with its usual practiceSection 3.6 of the Credit Agreement. This Note is a Term Note referenced in, and evidences Indebtedness incurred under, the date Credit Agreement, to which reference is made for a description of the security for this Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Note and on which such Indebtedness may be declared to be or may automatically become immediately due and payable. This Note evidences Indebtedness heretofore evidenced by the Lender's Bridge Note, the outstanding principal amount of each Advance which was converted into the Lender's portion of the Term Loan, and this Note shall constitute an extension and renewal of the date Lender's Bridge Note and amount of each principal not a payment hereunderor novation thereof. 117 THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSNEW YORK. This Note is one The Borrower hereby waives all requirements as to diligence, presentment, demand of payment, protest and notice of any kind with respect to this Note. All amounts owing hereunder are payable by the Borrower without relief from any valuation or appraisal laws. Executed under seal as of the Notes issued day and year first above written. SURVIVAL TECHNOLOGY, INC. By: ------------------------------------- Name: Title: Xxxxxxxx xx Xxxx Xxxn and Repayments Person Amount of Amount of Outstanding Making Date Bridge Loan Repayment Balance Notation ---- ----------- --------- ----------- -------- 119 EXHIBIT D FORM OF COMPLIANCE CERTIFICATE This Compliance Certificate is delivered pursuant to, and is entitled to the benefits of, [clause a(iii)] [clause (c)] of Section 6.1.1 of the Credit Agreement, dated as of August 1April 15, 1997 1996 (as amendedtogether with all amendments and modifications, restated or otherwise modified and in effect if any, from time to timetime made thereto, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS[SURVIVAL TECHNOLOGY, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS., INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated a Delaware corporation, as of November successor by merger to] BRUNSWICK BIOMEDICAL CORPORATION, 1997, (as amended, restated, or otherwise modified from time to time, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan a Massachusetts corporation (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent the various lenders (the "Administrative AgentLenders"), as are, or may from time to time become, parties thereto and INTERNATIONALE NEDERLANDEN (U.S.) CAPITAL CORPORATION, as Agent for the Lenders parties theretoLenders. Terms defined Unless otherwise defined, terms used herein (including the attachments hereto) have the meanings provided in the Credit Agreement are used herein with Agreement. The undersigned, being the same meaning. ("Assignor") duly elected, qualified and ("Assignee") agree acting chief [executive/accounting/financial] officer of the Borrower, on behalf of the Borrower and solely in his/her capacity as followsan officer of the Borrower, hereby certifies and warrants that:
Appears in 1 contract
Samples: Credit Agreement (Internationale Nederlanden Capital Corp)
of the Credit Agreement. The Lender shall, holder of this Note may endorse and is hereby authorized to, record on attach a schedule to reflect the schedule attached hereto, or to otherwise record in accordance with its usual practicedate, the date and amount of each Advance Swingline Loan and the date and amount of each payment or prepayment of principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS thereof; provided that the failure of Lender to make such recordation (AND NOT THE LAW OF CONFLICTSor any error in such recordation) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSshall not affect the obligations of Borrower hereunder or under the Credit Agreement. This Note is one of the Notes issued pursuant to, and is entitled referred to the benefits of, in the Credit Agreement, dated as of August 1October 21, 1997 2003 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, Norcraft Holdings, L.P., a Delaware limited partnership ("Holdings"), the banks named therein Subsidiary Guarantors (such term and NationsBank each other capitalized term used but not defined herein having the meaning given to it in Article I of Texasthe Credit Agreement), N.A.the Lenders, UBS SECURITIES LLC, as bookmanager and lead arranger (in such capacity, the "Lead Arranger"), WACHOVIA BANK, NATIONAL ASSOCIATION, as syndication agent (in such capacity, the "Syndication Agent"), WACHOVIA CAPITAL MARKETS, LLC, as co-arranger (the "Co-Arranger"), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, the "Swingline Lender"), UBS AG, STAMFORD BRANCH, as Issuing Bank, as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and as collateral agent for the Secured Parties and the Issuing Bank (in such capacity, to which the "Collateral Agent") and CIT LENDING SERVICES CORPORATION, as documentation agent (in such capacity, the "Documentation Agent"). This Note is secured and guaranteed as provided in the Credit Agreement reference and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a statement description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions under upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note may become, or may be prepaid or its maturity date accelerated. Capitalized terms used herein declared to be, immediately due and not otherwise defined herein are used with the meanings attributed to them payable as provided in the Credit Agreement. GCI HOLDINGSAll parties now and hereafter liable with respect to this Note, INCwhether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. [Signature Page Follows] NORCRAFT COMPANIES, L.P. By: ItsNORCRAFT GP, L.L.C., its General Partner By: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated ----------------------------------------- Name: Title: XXXXXXX X-0 [Form of] PERFECTION CERTIFICATE Reference is hereby made to the Amended and Resated that certain Credit Agreement dated as of November October 21, 1997, 2003 (as amended, restated, or otherwise modified from time to time, the "Credit Agreement") by and among GCI HoldingsNorcraft Companies, Inc., an Alaskan corporation L.P. (the "BorrowerCompany"), NationsBank of TexasNorcraft Holdings, N.A., as Administrative Agent L.P. (the "Administrative Parent Guarantor"), Norcraft Finance Corp. and Norcraft Canada Corporation (the "Subsidiary Guarantors," and together with the Parent Guarantor, the "Guarantors"), certain other parties thereto and UBS AG, Stamford Branch, as collateral agent (in such capacity, the "Collateral Agent"), and . Capitalized terms used but not defined herein have the Lenders parties thereto. Terms defined meanings assigned in the Credit Agreement are used herein with Agreement. The undersigned hereby certify to the same meaning. ("Assignor") and ("Assignee") agree Collateral Agent as follows:
Appears in 1 contract
of the Credit Agreement. The Lender shallExcept as specifically provided by the Credit Agreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and is hereby authorized toany other notice of any kind. No failure to exercise, record and no delay in exercising, any rights hereunder on the schedule attached hereto, or to otherwise record in accordance with its usual practice, part of the date and amount holder of each Advance and the date and amount this Revolving Note shall operate as a waiver of each principal payment hereundersuch rights. THIS REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT NEW YORK. THIS REVOLVING NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSTRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS REVOLVING NOTE AND THE LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. By: Name: Title: $100,000,000 ______________, ___ FOR VALUE RECEIVED, the undersigned, [DIAMOND OFFSHORE DRILLING, INC., a Delaware corporation] [DIAMOND FOREIGN ASSET COMPANY, a Cayman Islands exempted company] (the “Borrower”), hereby promises to pay to the order of ______________ (“Lender”) the principal amount of _________________________ No/100 Dollars ($_________________) or, if less, the aggregate outstanding principal amount of the Swingline Loans (as defined in the Credit Agreement referred to below) made by the Lender (or predecessor in interest by assignment) to the Borrower, together with interest on the unpaid principal amount of the Swingline Loans from the date of such Swingline Loans until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Swingline Note in accordance with the terms of the Credit Agreement. This Swingline Note is one of the Notes issued pursuant toSwingline Note referred to in, and is entitled to the benefits of, and is subject to the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to timeterms of, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated 5-Year Revolving Credit Agreement dated as of November October 2, 1997, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") ”), among GCI Holdingsthe Borrower and [Diamond Offshore Drilling Inc.][Diamond Foreign Asset Company], Inc.as borrowers, an Alaskan corporation the Lenders who are or may become a party thereto, the issuing banks party thereto, and Xxxxx Fargo Bank, National Association, as administrative agent (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "“Administrative Agent")”) and as Swingline Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the Swingline Loans by the Lender to the Borrower in an aggregate principal amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Swingline Loan being evidenced by this Swingline Note, and (b) contains provisions for acceleration of the Lenders parties thereto. Terms defined maturity of this Swingline Note upon the happening of certain events stated in the Credit Agreement and for prepayments of principal prior to the maturity of this Swingline Note upon the terms and conditions specified in the Credit Agreement. Both principal and interest are used herein with payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Borrower in same meaningday funds. ("Assignor") and ("Assignee") agree as follows:The Lender shall record payments of principal made under this Swingline Note, but no failure of the Lender to make such recordings shall affect the Borrower’s repayment obligations under this Swingline Note.
Appears in 1 contract
Samples: 5 Year Revolving Credit Agreement (Diamond Offshore Drilling, Inc.)
of the Credit Agreement. In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal of and interest on this Note, all costs of collection, including reasonable attorneys' fees and expenses. The Lender shallBorrower and any and all sureties, guarantors and endorsers of this Note and all other parties now or hereafter liable hereon, severally waive grace, presentment for payment, protest, notice of any kind (including notice of dishonor, notice of protest, notice of intention to accelerate and notice of acceleration) and diligence in collecting and bringing suit against any party hereto, and is hereby authorized toagree (i) to all extensions and partial payments, record on with or without notice, before or after maturity, (ii) to any substitution, exchange or release of any security now or hereafter given for this Note, (iii) to the schedule attached heretorelease of any party primarily or secondarily liable hereon and (iv) that it will not be necessary for the Lender, or any of its successors or assigns, in order to otherwise record enforce payment of this Note, to first institute or exhaust their remedies against the Borrower or any other party liable therefor or against any security for this Note. The nonexercise by the holder of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. The outstanding principal balance of the loans and advances evidenced by this Note shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are expressly waived by the Borrower, upon the occurrence of an Event of Default under the Credit Agreement and acceleration thereunder. The Borrower hereby subordinates in right of payment all indebtedness of the Borrower owing to the Lender, whether originally contracted with the Lender or acquired by the Lender by assignment, transfer or otherwise, whether now owed or hereafter arising, whether for principal, interest, fees, expenses or otherwise, together with all renewals, extensions, increases or rearrangements thereof, to the prior indefeasible payment in full in cash of the Credit Obligations (as defined in the Credit Agreement), whether now owed or hereafter arising, whether for principal, interest (including interest accruing after the filing of a Bankruptcy Event (as defined in the Credit Agreement) with respect to the Borrower, regardless of whether such interest is an allowed claim under the Bankruptcy Code (as defined in the Credit Agreement)), fees, expenses or otherwise, together with all renewals, extensions, increases or rearrangements thereof. This Note shall be construed in accordance with its usual practice, and governed by the laws of the State of New York. [NAME OF BORROWER] ATTEST: By: By: ---------------------------------- ------------------------------- Title: Name: ------------------------------ ----------------------------- (Corporate Seal) Title: ---------------------------- Accepted and agreed to as of the date first written above: ISG RESOURCES, INC. By: ------------------------------- Name: ----------------------------- Title: ---------------------------- ASSIGNMENT FOR VALUE RECEIVED, ISG Resources, Inc. (the "Lender")hereby assigns and amount of each Advance and transfers the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Intercompany Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1[DATE], 1997 issued to the Lender by [Name of Borrower], to Bank of America, N.A., as Administrative Agent under the Credit Agreement referred to in such Intercompany Note. Dated: ---------------- ISG RESOURCES, INC. By: --------------------------------- Title: ------------------------------ EXHIBIT E [FORM OF] JOINDER AGREEMENT JOINDER AGREEMENT dated as of , among ISG Resources, Inc., a Utah corporation (successor to JTM Industries, Inc., a Texas corporation) (the "Borrower"), the Domestic Subsidiary of a Credit Party listed on the signature page hereto (the "New Subsidiary"), and Bank of America, N.A. (formerly known as NationsBank, N.A.), as Administrative Agent (in such capacity, the "Administrative Agent"), for the Lenders (as defined herein). Reference is made to (a) the Amended and Restated Credit Agreement dated as of May [___], 2000 (as amended, modified, restated or otherwise modified and in effect supplemented from time to time, the "Credit Agreement"), among the Borrower, Industrial Services Group, Inc., a Delaware corporation (the "Parent"), the financial institutions party thereto as lenders (the "Lenders"), Bank of America, as Administrative Agent and Issuing Lender, and Canadian Imperial Bank of Commerce, as Documentation Agent, (b) the Amended and Restated Pledge and Security Agreement dated as of May [___], 2000 (as amended, modified, supplemented or restated from time to time, the "Security Agreement"), among the Parent, the Borrower, the banks other Grantors named therein and NationsBank of Texas, N.A., the Administrative Agent, (c) the Amended and Restated Subsidiaries Guarantee Agreement dated as of May [___], 2000 (as amended, modified, supplemented or restated from time to which time, the "Subsidiaries Guarantee Agreement"), among the Subsidiary Guarantors named therein and the Administrative Agent and (d) the Amended and Restated Indemnity, Subrogation and Contribution Agreement reference is hereby made for a statement dated as of May [___], 2000 (as amended, modified, supplemented or restated from time to time, the terms "Indemnity, Subrogation and conditions under which this Note may be prepaid or its maturity date acceleratedContribution Agreement"), among the Borrower, the Subsidiary Guarantors named therein and the Administrative Agent. Capitalized terms used herein and but not otherwise defined herein are used with shall have the meanings attributed ascribed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated The Credit Agreement dated as requires each Person that was not a Domestic Subsidiary of November , 1997, (as amended, restatedany Credit Party on the date thereof but subsequently becomes, or otherwise modified from time comes into existence as, a Domestic Subsidiary of any Credit Party to time, enter into the Security Agreement as an additional "Credit AgreementGrantor," the Subsidiaries Guarantee Agreement as an additional ") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent"), Guarantor" and the Lenders parties thereto. Terms defined in the Credit Indemnity, Subrogation and Contribution Agreement are used herein with the same meaning. (as an additional "AssignorGuarantor.") and ("Assignee") agree as follows:
Appears in 1 contract
Samples: Credit Agreement (Isg Resources Inc)
of the Credit Agreement. The Lender shallExcept as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and is hereby authorized toany other notice of any kind. No failure to exercise, record and no delay in exercising, any rights hereunder on the schedule attached hereto, or to otherwise record in accordance with its usual practice, part of the date and amount holder of each Advance and the date and amount this Note shall operate as a waiver of each principal payment hereundersuch rights. THIS NOTE SHALL AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW CONTRADICTED BY EVIDENCE OF CONFLICTS) PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INCPARTIES. By: ItsName: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGSTitle: Xxxxx Fargo Bank, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made National Association, as Administrative Agent 0000 Xxxxxxx Xx., 0xx Xxxxx Xxxxxx, XX 00000 Attn: Xxxx Xxxxx 000-000-0000 Ladies and Gentlemen: The undersigned, Jagged Peak Energy LLC, a Delaware limited liability company (“Borrower”), refers to the Amended and Resated Restated Credit Agreement dated as of November [ ], 1997, 2017 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "“Credit Agreement",” the defined terms of which are used in this Notice of Borrowing as defined therein unless otherwise defined in this Notice of Borrowing) among GCI Holdingsthe Borrower, Jagged Peak Energy Inc., an Alaskan a Delaware corporation (the "Borrower"“Parent”), NationsBank of Texas, N.A., as Administrative Agent the lenders party thereto (the "Administrative Agent"“Lenders”), and the Lenders parties thereto. Terms defined in Xxxxx Fargo Bank, National Association, as administrative agent and as issuing lender, and hereby gives you irrevocable notice pursuant to Section 2.4(a) of the Credit Agreement are used herein that the undersigned hereby requests a Borrowing (the “Proposed Borrowing”), and in connection with that request sets forth below the same meaning. ("Assignor") and ("Assignee") agree information relating to such Proposed Borrowing as followsrequired by the Credit Agreement:
Appears in 1 contract
of the Credit Agreement. The Lender shallThis Note is the Swingline Note referred to in the Credit and Guaranty Agreement, dated as of August 6, 2015 (as amended, restated, amended and restated, modified, supplemented and/or extended from time to time, the “Credit Agreement”; capitalized terms used herein have the meanings attributed thereto in the Credit Agreement unless otherwise defined herein), among Ithacalux S.à x.x., a private limited liability company, incorporated under the laws of the grand duchy of Luxembourg , Ithaca Merger Sub LLC, a Delaware limited liability company, the Borrower, the Subsidiary Guarantors from time to time party thereto, Guernsey Holdco, the several banks, financial institutions, institutional investors and other entities from time to time party thereto as lenders, and Bank of America, N.A., as Administrative Agent, and is hereby authorized toentitled to the benefits thereof and of the other Loan Documents. This Note is secured by the Security Documents and is entitled to the benefits of the Guarantee. As provided in the Credit Agreement, record on this Note is subject to voluntary prepayment and mandatory repayment prior to the schedule attached heretoSwingline Expiry Date, in whole or to otherwise record in accordance with its usual practicepart. In case an Event of Default shall occur and be continuing, the date principal of and amount accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Credit Agreement. The Borrower hereby waives presentment, demand, protest or notice of each Advance and the date and amount of each principal payment hereunderany kind in connection with this Note. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT BE GOVERNED BY THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INCNEW YORK. By: ItsName: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount Title: [Date] Bank of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, or otherwise modified from time to time, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of TexasAmerica, N.A., as Administrative Agent (the "“Administrative Agent"), and ”) for the Lenders parties thereto. Terms party to the Credit Agreement referred to below [___] Attention: [___] Tel: [___] Ladies and Gentlemen: The undersigned, [Borrower] (as defined below) refers to the Credit and Guaranty Agreement, dated as of August 6, 2015 (as amended, restated, amended and restated, modified, supplemented and/or extended from time to time, the “Credit Agreement”; capitalized terms used herein have the meanings attributed thereto in the Credit Agreement are used herein with unless otherwise defined herein), among Ithacalux S.à x.x., a private limited liability company, incorporated under the same meaning. laws of the grand duchy of Luxembourg ("Assignor"“Holdings”), Ithaca Merger Sub LLC, a Delaware limited liability company, Informatica Corporation, a Delaware Corporation (the “Borrower”), the Subsidiary Guarantors from time to time party thereto, Guernsey Holdco, the several banks, financial institutions, institutional investors and other entities from time to time party thereto as lenders (each a “Lender” and, collectively, the “Lenders”), and you, as Administrative Agent, and hereby give you notice, irrevocably, pursuant to Section 2.7 of the Credit Agreement, that the undersigned hereby requests to [convert] [continue] the Borrowing of [Dollar Term Loans] [Euro Term Loans] [Revolving Loans] referred to below, and in that connection sets forth below the information relating to such [conversion] [continuation] (the “Proposed [Conversion] [Continuation]”) and ("Assignee") agree as followsrequired by Section 2.7 of the Credit Agreement:
Appears in 1 contract
Samples: Amendment No. 3 (Informatica Inc.)
of the Credit Agreement. The It is expressly understood and agreed by each Borrower that (i) the principal balance of this Note includes certain Obligations hitherto evidenced by those certain Revolving Credit Notes dated April 28, 2005, those certain Amended and Substituted Revolving Credit Notes dated as of December 10, 2009, those certain Second Amended and Substituted Revolving Credit Notes dated as of December 23, 2010 and any other Revolving Credit Notes executed by any Borrower in favor of Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with the Credit Agreement (the “Existing Notes”) and (ii) to the extent any of such Obligations are included in the principal balance of this Note, this Note (a) merely re-evidences such Obligations, (b) is given in substitution for, and not in payment of, the Existing Notes and (c) is in no way intended, and shall not be deemed or construed, to constitute a novation of the Existing Notes. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. MAPCO EXPRESS, INC. By: Name: Title: By: Name: Title: THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $10,000,000 New York, New York Further Amended and Substituted as of December 23, 2010Further Amended and Substituted as of ______ __, 2014 FOR VALUE RECEIVED, the undersigned, MAPCO EXPRESS, INC., a Delaware corporation (“MAPCO Express”, together with each other Person who becomes a borrower under the Credit Agreement referred to below by execution of a joinder, the “Borrowers”), hereby unconditionally, jointly and severally, promise to pay to Fifth Third Bank (the “Swing Line Lender”) or its usual practiceregistered assigns at the Payment Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, on the Revolving Credit Termination Date the principal amount of (a) TEN MILLION DOLLARS ($10,000,000), or, if less, (b) the aggregate unpaid principal amount of all Swing Line Loans made by the Swing Line Lender to the Borrowers pursuant to Section 2.23 of the Credit Agreement, as hereinafter defined, outstanding on such date. The Borrowers further jointly and severally agree to repay each outstanding Swing Line Loan made by the Swing Line Lender on the date that is the earlier of (x) the Revolving Credit Termination Date and (y) the date that is the seventh Business Day after the date on which such Swing Line Loan is made. Furthermore, the Borrowers agree to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.13 of such Credit Agreement. The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Advance Swing Line Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal payment hereunderthereof. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSEach such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrowers in respect of any Swing Line Loan. This Third Amended and Substituted Swing Line Note (a) is one of the Notes issued pursuant to, and is entitled Swing Line Note referred to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Third Amended and Resated Restated Credit Agreement dated as of November May 6, 1997, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"”), NationsBank of Texasamong the Borrowers, N.A.the Swing Line Lender, the other Lenders parties thereto, Fifth Third Bank, as Administrative Agent (the "Administrative Agent"), and others, (b) is subject to the Lenders provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed to the extent provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties theretonow and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Terms Unless otherwise defined herein, terms defined in the Credit Agreement are and used herein with shall have the same meaning. ("Assignor") and ("Assignee") agree as follows:meanings given to them in the Credit Agreement.
Appears in 1 contract
of the Credit Agreement. The Borrower Party requests that the Auction Agent promptly notify each Lender shallparty to the Credit Agreement of this Solicited Discounted Prepayment Notice. 6 List multiple tranches if applicable. 7 List applicable Class(es) of Loans (e.g., and is hereby authorized toInitial Loans, record on the schedule attached heretoIncremental Loans, Other Loans or to otherwise record in accordance with its usual practiceExtended Loans). N-2 Form of Solicited Discounted Prepayment Notice IN WITNESS WHEREOF, the date and amount undersigned has executed this Solicited Discounted Prepayment Notice as of each Advance and the date first above written. By: Name: Title: Enclosure: Form of Solicited Discounted Prepayment Offer N-3 Form of Solicited Discounted Prepayment Notice To: [Bank of America, N.A.], as Auction Agent Ladies and amount Gentlemen: This Acceptance and Prepayment Notice is delivered to you pursuant to (a) Section 2.03(a)(iv)(D) of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the that certain Credit Agreement, dated as of August 1March [ ], 1997 2011 (as amended, restated restated, extended, supplemented or otherwise modified and in effect writing from time to time, the "“Credit Agreement"”), among Nexeo Solutions, LLC, a Delaware limited liability company (the “Borrower”), Nexeo Solutions Holdings, LLC, a Delaware limited liability company (“Holdings”), Nexeo Solutions Sub Holding Corp. (“Sub Holdco”), a Delaware corporation, the banks named therein Lenders from time to time party thereto, and NationsBank Bank of TexasAmerica, N.A., as Administrative Agent and Collateral Agent, to which Agreement reference is hereby made for a statement of and (b) that certain Solicited Discounted Prepayment Notice, dated , 20 , from the terms and conditions under which this Note may be prepaid or its maturity date acceleratedapplicable Borrower Party (the “Solicited Discounted Prepayment Notice”). Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed meaning ascribed to them such terms in the Credit Agreement. GCI HOLDINGSPursuant to Section 2.03(a)(iv)(D) of the Credit Agreement, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made the Borrower Party hereby irrevocably notifies you that it accepts offers delivered in response to the Amended and Resated Credit Agreement dated as Solicited Discounted Prepayment Notice having an Offered Discount equal to or greater than [[—]% in respect of November the Loans] [[—]% in respect of the [—, 1997, (as amended, restated, or otherwise modified from time to time, 20—]1 tranche[(s)] of the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation [ ]2 Class of Loans] (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (“Acceptable Discount”) in an aggregate amount not to exceed the "Administrative Agent"), and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:Solicited Discounted Prepayment Amount.
Appears in 1 contract
of the Credit Agreement. The Lender shallBorrower promises to pay interest on the unpaid principal amount of the Bid Rate Advances from the date made until such principal amount is paid in full, at such interest rates, and is hereby authorized topayable at such times, record on as are agreed to by the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance Lender and the date Borrower pursuant to Section 2.2(i) of the Credit Agreement. Both principal and amount interest are payable in lawful money of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSthe United States of America to NationsBank of Texas, N.A., as Administrative Lender for the Lender, at 000 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000 in immediately available funds. This Bid Rate Note is one of the Bid Rate Notes issued pursuant toreferred to in, and is entitled to the benefits of, the First Amended and Restated Credit Agreement, dated as of August 1February 7, 1997 1997, among the Borrower, the Lender and certain other banks parties thereto, and NationsBank of Texas, N.A., as Administrative Lender for the Lender and such other banks (as amended, restated or otherwise modified and in effect from time to timetime amended, modified or supplemented, the "Credit Agreement"). The Credit Agreement, among Borrowerother things, contains provisions for acceleration of the banks named therein maturity hereof upon the happening of certain stated events and NationsBank also for prepayments on account of Texas, N.A., Administrative Agent, principal hereof prior to which Agreement reference is hereby made for a statement of the maturity hereof upon the terms and conditions under which therein specified; but neither this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed reference to them in the Credit AgreementAgreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of the Borrower to pay the principal sum of and interest on this Bid Rate Note when due. GCI HOLDINGSThe Borrower and all endorsers, sureties and guarantors of this Bid Rate Note hereby severally waive demand, presentment for payment, protest, notice of protest, notice of acceleration, notice of intention to accelerate the maturity of this Bid Rate Note, and all other notices of any kind, diligence in collecting, the bringing of any suit against any party and any notice of or defense on account of any extensions, renewals, partial payments or changes in any manner of or in this Bid Rate Note or in any of its terms, provisions and covenants, or any releases or substitutions of any security, or any delay, indulgence or other act of any trustee or any holder hereof, whether before or after maturity. THIS BID RATE NOTE, TOGETHER WITH THE OTHER LOAN PAPERS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. LA QUINTA INNS, INC. By: Its------------------------------------- Xxxxxxx X. Xxxxxxx, Xx. Senior Vice President-Chief Financial Officer EXHIBIT C SWING LINE NOTE U.S. $10,000,000.00 Dated: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGSFebruary 7, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, or otherwise modified from time to time1997 FOR VALUE RECEIVED, the "Credit Agreement") among GCI Holdingsundersigned, Inc.LA QUINTA INNS, an Alaskan INC., a Texas corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of NATIONSBANK OF TEXAS, N.A. (the "Swing Line Bank") for the account of its Lending Office (as defined in the Credit Agreement referred to below) the lesser of TEN MILLION AND NO/100 Dollars ($10,000,000) and the unpaid principal amount of the Swing Line Advances (as defined in the Credit Agreement referred to below) made by the Swing Line Bank to the Borrower pursuant to the Credit Agreement, payable at such times, and in such amounts, as are specified in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of the Swing Line Advances from the date made until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to NationsBank of Texas, N.A., as Administrative Agent Lender for the Swing Line Bank, at NationsBank Plaza, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000 in immediately available funds. This Swing Line Note is the Swing Line Note referred to in, and is entitled to the benefits of, the First Amended and Restated Credit Agreement, dated as of February 7, 1997, among La Quinta Inns, Inc., the Swing Line Bank and certain other banks parties thereto, and NationsBank of Texas, N.A., as Administrative Lender for the Swing Line Bank and such other banks (as from time to time amended, modified or supplemented, the "Administrative AgentCredit Agreement"). The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the Lenders parties thereto. Terms defined in maturity hereof upon the terms and conditions therein specified; but neither this reference to the Credit Agreement are used herein with nor any provision thereof shall affect or impair the same meaningabsolute and unconditional obligation of the Borrower to pay the principal sum of and interest on their Swing Line Note when due. ("Assignor") The Borrower and ("Assignee") agree as follows:all endorsers, sureties and guarantors of this Swing Line Note hereby severally waive demand, presentment for payment, protest, notice of protest, notice of acceleration, notice of intention to accelerate the maturity of this Swing Line Note, and all other notices of any kind, diligence in collecting, the bringing of any suit against any party and any notice of or defense on account of any extensions, renewals, partial payments or changes in any manner of or in this Swing Line Note or in any of its terms, provisions and covenants, or any releases or substitutions of any security, or any delay, indulgence or other act of any trustee or any holder hereof, whether before or after maturity. THIS SWING LINE NOTE, TOGETHER WITH THE OTHER LOAN PAPERS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. LA QUINTA INNS, INC. By: ------------------------------------- Xxxxxxx X. Xxxxxxx, Xx. Senior Vice President-Chief Financial Officer EXHIBIT D
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of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount terms of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This this Promissory Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as may be amended, restated supplemented or otherwise modified and only in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them manner provided in the Credit Agreement. GCI HOLDINGSThe Borrower hereby waives presentment, demand, protest and notice of any kind. No failure on the part of the holder hereof to exercise, and no delay in exercising, any right, power or privilege hereunder shall operate as a waiver thereof or a consent thereto; nor shall a single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York. TRUE NORTH COMMUNICATIONS INC. ByBy ____________________________________ Name: ItsTitle: SCHEDULE EXHIBIT B-1 TO THE CREDIT AGREEMENT FORM OF ADVANCES AND PAYMENTS NOTICE OF PRINCIPAL TO NOTE OF GCI HOLDINGSREVOLVING CREDIT BORROWING [Date of Notice of Revolving Credit Borrowing] Citibank, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made N.A., as Administrative Agent for the Lenders party to the Amended Credit Agreement referred to below [Address] Attention: ____________________ Ladies and Resated Gentlemen: The undersigned, TRUE NORTH COMMUNICATIONS INC., a Delaware corporation, refers to the Credit Agreement dated as of November May 29, 1997, 1998 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"; capitalized terms defined therein unless otherwise defined herein being used herein as therein defined) among GCI Holdingsthe undersigned, Inc.the banks, an Alaskan corporation financial institutions and other institutional lenders (collectively, the "BorrowerLenders"), NationsBank of Texas) party thereto and Citibank, N.A., as Administrative Agent for the Lenders thereunder, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement, that the undersigned hereby requests a Revolving Credit Borrowing under the Credit Agreement and, in connection therewith, sets forth below the information relating to such Revolving Credit Borrowing (the "Administrative AgentProposed Revolving Credit Borrowing"), and the Lenders parties thereto. Terms defined in ) as required by Section 2.02(a) of the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as followsAgreement:
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Samples: 364 Day Credit Agreement (True North Communications Inc)
of the Credit Agreement. The It is expressly understood and agreed by each Borrower that (i) the principal balance of this Note includes certain Obligations hitherto evidenced by those certain Term Notes dated April ___, 2005 and any other Term Notes executed by any Borrower in favor of Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practicethe Credit Agreement (the “Existing Notes”) and (ii) to the extent any of such Obligations are included in the principal balance of this Note, this Note (a) merely re-evidences such Obligations, (b) is given in substitution for, and not in payment of, the date Existing Notes and (c) is in no way intended, and shall not be deemed or construed, to constitute a novation of the Existing Notes. MAPCO EXPRESS, INC. By: Name: Title: MAPCO EXPRESS, INC. By: Name: Title: THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $ New York, New York Amended and Substituted as of ___, 20___ FOR VALUE RECEIVED, the undersigned, MAPCO EXPRESS, INC., a Delaware corporation (“MAPCO Express”, together with each other Person who becomes a borrower under the Credit Agreement referred to below by execution of a joinder, the “Borrowers”), hereby unconditionally, jointly and severally, promise to pay to (the “Lender”) or its registered assigns at the Payment Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, on the Original Revolving Credit Termination Date the principal amount of (a) DOLLARS ($ ), or, if less, (b) the aggregate unpaid principal amount of all Revolving Credit Loans made by the Lender to the Borrowers pursuant to Section 2.4 of the Credit Agreement. The Borrowers further jointly and severally agree to pay interest in like money at such Payment Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.13 of the Credit Agreement. The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Advance Revolving Credit Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal payment hereunderthereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSEach such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of any Revolving Credit Loan. This Amended and Substituted Note (a) is one of the R-1 Revolving Credit Notes issued pursuant to, and is entitled referred to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Second Amended and Resated Restated Credit Agreement dated as of November December ___, 1997, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"”), NationsBank of Texasamong the Borrowers, N.A.the Lender, as Administrative Agent (the "Administrative Agent"), and the Lenders parties thereto, Fifth Third Bank, as Administrative Agent, Fifth Third Bank, as Arranger, and others, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. Terms This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement are and used herein with shall have the same meaning. ("Assignor") and ("Assignee") agree as follows:meanings given to them in the Credit Agreement.
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of the Credit Agreement. The Lender shallExcept as specifically provided by the Credit Agreement, the Subsidiary Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and is hereby authorized toany other notice of any kind. No failure to exercise, record and no delay in exercising, any rights hereunder on the schedule attached hereto, or to otherwise record in accordance with its usual practice, part of the date and amount holder of each Advance and the date and amount this Revolving Note shall operate as a waiver of each principal payment hereundersuch rights. THIS REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT NEW YORK. THIS REVOLVING NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSTRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS REVOLVING NOTE AND THE LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. By: Name: Title: $ , FOR VALUE RECEIVED, the undersigned, DIAMOND OFFSHORE DRILLING, INC., a Delaware corporation (the “Parent”), hereby promises to pay to the order of (“Lender”) the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Swingline Loans (as defined in the Credit Agreement referred to below) made by the Lender (or predecessor in interest by assignment) to the Parent, together with interest on the unpaid principal amount of the Swingline Loans from the date of such Swingline Loans until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Parent may make prepayments on this Swingline Note in accordance with the terms of the Credit Agreement. This Swingline Note is one of the Swingline Notes issued pursuant toreferred to in, and is entitled to the benefits of, and is subject to the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to timeterms of, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated 5-Year Revolving Credit Agreement dated as of November September 28, 1997, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") ”), by and among GCI Holdingsthe Parent, Inc.each Borrowing Subsidiary, an Alaskan corporation the Lenders who are or may become a party thereto, the issuing banks party thereto and Xxxxx Fargo Bank, National Association, as administrative agent (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "“Administrative Agent")”) and as Swingline Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the Swingline Loans by the Lender to the Borrowers in an aggregate principal amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Parent resulting from each such Swingline Loan being evidenced by this Swingline Note, and (b) contains provisions for acceleration of the Lenders parties thereto. Terms defined maturity of this Swingline Note upon the happening of certain events stated in the Credit Agreement and for prepayments of principal prior to the maturity of this Swingline Note upon the terms and conditions specified in the Credit Agreement. Both principal and interest are used herein with payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Parent in same meaningday funds. ("Assignor") and ("Assignee") agree as follows:The Lender shall record payments of principal made under this Swingline Note, but no failure of the Lender to make such recordings shall affect the Parent’s repayment obligations under this Swingline Note.
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of the Credit Agreement. The Lender shall, and is hereby authorized to, record Borrower further agrees to pay interest in like money at such office on the schedule unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in the Credit Agreement. The holder of this Term Loan Note (this “Note”) is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached heretohereto and made a part hereof the date, or to otherwise record in accordance with its usual practice, the date Type and amount of each Advance the Term Loan and the date and amount of each payment or prepayment of principal payment hereunderwith respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSEach such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (a) is one of the Term Loan Notes issued pursuant to, and is entitled referred to the benefits of, in the Credit Agreement, dated as of August 16, 1997 2021, among ORGANOGENESIS HOLDINGS INC., a Delaware corporation (as amended, restated or otherwise modified and in effect from time to timethe “Borrower”), the "Credit Agreement"Lenders party thereto, and SILICON VALLEY BANK (“SVB”), among Borroweras the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the banks named therein and NationsBank of Texas, N.A., “Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, ”) (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"”), NationsBank (b) is subject to the provisions of Texas, N.A., as Administrative Agent (the "Administrative Agent")Credit Agreement, and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Lenders Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuance of any one or more Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties theretonow and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Terms Unless otherwise defined herein, terms defined in the Credit Agreement are and used herein with shall have the same meaningmeanings given to them in the Credit Agreement. ("Assignor") and ("Assignee") agree as follows:By: Name: Title: TO: SILICON VALLEY BANK 0000 Xxxxxx Xxxxx Xxxxx Xxxxx, XX 00000 Attention: Corporate Services Department
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of the Credit Agreement. The Lender shallExcept as specifically provided in the Credit Agreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and is hereby authorized toany other notice of any kind. No failure to exercise, record and no delay in exercising, any rights hereunder on the schedule attached heretopart of the holder of this Swing Line Note shall operate as a waiver of such rights. This Swing Line Note is given in renewal, increase and modification, but not in discharge or novation, of that certain Swing Line Note dated August 2, 2010 made by the Borrower payable to otherwise record the order of the Payee in an aggregate amount of [$ ]. By: Name: Title: $ , For value received, the undersigned FORUM ENERGY TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), hereby promises to pay to the order of (“Payee”) the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Term Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to the Borrower, together with interest on the unpaid principal amount of the Term Advances from the date of such Term Advances until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Term Note in accordance with its usual practice, the date and amount terms of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSCredit Agreement. This Term Note is one of the Notes issued pursuant toTerm Note referred to in, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time is subject to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGSof, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Restated Credit Agreement dated as of November [October , 1997, 2011] (as the same may be amended, restated, supplement or otherwise modified from time to time, the "“Credit Agreement") ”), among GCI Holdingsthe Borrower, Inc., an Alaskan corporation the lenders party thereto (the "Borrower"“Lenders”), NationsBank of Texasthe Issuing Lenders (as defined in the Credit Agreement), and Xxxxx Fargo Bank, N.A., as Administrative Agent administrative agent (the "“Administrative Agent"), ”) and the Lenders parties theretoas Swing Line Lender. Terms Capitalized terms used in this Term Note that are defined in the Credit Agreement are used herein with and not otherwise defined in this Term Note have the same meaningmeanings assigned to such terms in the Credit Agreement. The Credit Agreement, among other things, ("Assignor"a) provides for the making of the Term Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Term Advance being evidenced by this Term Note, and ("Assignee"b) agree as follows:contains provisions for acceleration of the maturity of this Term Note upon the happening of certain events stated in the Credit Agreement and for prepayments of principal prior to the maturity of this Term Note upon the terms and conditions specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Borrower in same day funds. The Payee shall record payments of principal made under this Term Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Term Note. This Term Note is secured by the Security Documents and guaranteed pursuant to the terms of the Guaranty.
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of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the All terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. GCI HOLDINGSThe Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, INCnotice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. INMAC GMBH By: Its--------------------------------------- Name: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Title: Amount of Loan (as applicable, in Dollars or Amount of Interest Amount Unpaid Balance Notation Date Advance Period Paid Balance Alternative Currency) Payment Outstanding By ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $2,000,000 Norwalk, Connecticut May 10, 1996 For value received, INMAC SA, a societe anonyme organized under the laws of France (the "Borrower"), hereby promises to pay to the Amended order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of Two Million Dollars ($2,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and Resated in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other time), endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of November July 25, 1997, 1995 (as amendedamended by that certain First Amendment Agreement dated as of January 1, restated1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or otherwise modified supplemented from time to time, the "Credit Agreement") among GCI HoldingsMicro Warehouse, Inc., an Alaskan corporation (the "Borrower"), NationsBank each of Texas, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:other Subsidiaries of Micro Warehouse,
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of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the All terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. GCI HOLDINGSThe Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, INCnotice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE SWEDEN AB By: Its----------------------------------------- Name: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Title: Amount of Loan (as applicable, in Dollars or Amount of Interest Amount Unpaid Balance Notation Date Advance Period Paid Balance Alternative Currency) Payment Outstanding By ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $6,000,000 Norwalk, Connecticut May 10, 1996 For value received, MICRO WAREHOUSE HOLDING B.V., a company with limited liability organized under the laws of The Netherlands (the "Borrower"), hereby promises to pay to the Amended order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of Six Million Dollars ($6,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and Resated in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other time), endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of November July 25, 1997, 1995 (as amendedamended by that certain First Amendment Agreement dated as of January 1, restated1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or otherwise modified supplemented from time to time, the "Credit Agreement") among GCI HoldingsMicro Warehouse, Inc., an Alaskan corporation (the "Borrower"), NationsBank each of Texas, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:other Subsidiaries of Micro Warehouse,
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of the Credit Agreement. The Lender shallBorrower hereby represents and warrants that the conditions set forth in Section 3.02 of the Credit Agreement have been satisfied. Attached hereto is a certificate setting forth a pro forma calculation of the Borrowing Base after giving effect to the acquisition by the Borrower of new Transferred Receivables and the receipt of Collections since the date of the most recent Borrowing Base Certificate, and the making of such Borrowing. Very truly yours, SUNGARD AR FINANCING LLC By Name Title General Electric Capital Corporation, as Administrative Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: SunGard AR Financing Account Manager Re: Third Amended and Restated Credit and Security Agreement dated as of May 14, 2014 Ladies and Gentlemen: This notice is hereby authorized togiven pursuant to Section 2.03(g) of that certain Third Amended and Restated Credit and Security Agreement dated as of May 14, record on 2014 (the schedule attached hereto“Credit Agreement”), or to otherwise record in accordance with its usual practiceby and among SunGard AR Financing LLC (the “Borrower”), the date and amount of each Advance and financial institutions party thereto as lenders (the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to“Lenders”), and is entitled General Electric Capital Corporation, as a lender (in such capacity, the “Lender”) and as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the benefits of, Credit Agreement. Pursuant to Section 2.03(g) of the Credit Agreement, the Borrower hereby notifies the Lenders and the Administrative Agent of its repayment of the principal amount of outstanding Advances in an amount equal to [$ ] on [ ], [ ] (which is a Business Day). In connection therewith, the Borrower will pay to the Administrative Agent (1) all interest accrued on the outstanding principal balance of Advances being repaid through but excluding the date of such repayment and (2) any and all Breakage Costs payable under Section 2.15 of the Credit Agreement by virtue thereof Very truly yours, SUNGARD AR FINANCING LLC By Name Title This Power of Attorney is executed and delivered by SunGard AR Financing LLC, as Borrower (“Grantor”) under the Credit Agreement (as defined below), to General Electric Capital Corporation, as Administrative Agent under the Credit Agreement (hereinafter referred to as “Attorney”), pursuant to that certain Third Amended and Restated Credit and Security Agreement dated as of August 1May 14, 1997 2014 (as amended, restated restated, supplemented or otherwise modified and in effect from time to time, the "“Credit Agreement"”), by and among BorrowerGrantor, the banks named therein other parties thereto and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of Attorney and the terms and conditions under which this Note may be prepaid or its maturity date acceleratedother Transaction Documents. Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed ascribed to them in the Credit Agreement. GCI HOLDINGSNo person to whom this Power of Attorney is presented, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGSas authority for Attorney to take any action or actions contemplated hereby, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made shall be required to inquire into or seek confirmation from Grantor as to the Amended authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and Resated perform the actions contemplated herein, and Grantor irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest and may not be revoked or cancelled by Grantor until all Borrower Obligations under the Transaction Documents have been indefeasibly paid in full and Attorney has provided its written consent thereto. Grantor hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in its place and stead and in its name or in Attorney’s own name, from time to time in Attorney’s discretion, to take any and all appropriate action and to execute and deliver any and all documents and instruments that may be necessary or desirable to accomplish the purposes of the Credit Agreement dated as Agreement, and, without limiting the generality of November the foregoing, 1997hereby grants to Attorney the power and right, on its behalf, without notice to or assent by it, (as amendeda) upon the occurrence and during the continuance of any Termination Event or any Designated Event, restatedto do the following: (i) open mail for it, and ask, demand, collect, give acquaintances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due in respect of Transferred Receivables, issue invoices in respect of Unbilled Receivables and sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices in connection with any Borrower Collateral; (ii) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against any Borrower Collateral; (iii) defend any suit, action or proceeding brought against it or any Borrower Collateral if the Grantor does not defend such suit, action or proceeding or if Attorney believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (iv) file or prosecute any claim, Litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise modified deemed appropriate by Attorney for the purpose of collecting any and all such moneys due with respect to any Borrower Collateral or otherwise with respect to the Transaction Documents whenever payable and to enforce any other right in respect of its property; and (v) cause the certified public accountants then engaged by it to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney’s request, any and all financial statements or other reports required to be delivered by or on behalf of Grantor under the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent")Transaction Documents, and (b) upon the Lenders parties theretooccurrence and during the continuance of any Event of Default, to sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any Borrower Collateral, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith, all as though Attorney were the absolute owner of its property for all purposes, and to do, at Attorney’s option and its expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon the Borrower Collateral and the Lenders’ Liens thereon, all as fully and effectively as it might do. Terms defined in Grantor hereby ratifies, to the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:extent permitted by law, all that said attorneys shall lawfully do or cause to be done by virtue hereof.
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Samples: Credit and Security Agreement (Sungard Data Systems Inc)
of the Credit Agreement. The It is expressly understood and agreed by each Borrower that (i) the principal balance of this Note includes certain Obligations hitherto evidenced by that certain Swing Line Note dated April 28, 2005, that certain Amended and Substituted Swing Line Note dated December 10, 2009, that certain Second Amended and Substituted Swing Line Note dated December 23, 2010 and any other Swing Line Notes executed by any Borrower in favor of Swing Line Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practicethe Credit Agreement (the “Existing Notes”) and (ii) to the extent any of such Obligations are included in the principal balance of this Note, this Note (a) merely re-evidences such Obligations, (b) is given in substitution for, and not in payment of, the date Existing Notes and amount (c) is in no way intended, and shall not be deemed or construed, to constitute a novation of each Advance and the date and amount of each principal payment hereunderExisting Notes. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT WITH, THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSNEW YORK. This Note MAPCO EXPRESS, INC. By: Name: Title: By: Name: Title: Reference is one of the Notes issued pursuant to, and is entitled made to the benefits of, the Third Amended and Restated Credit Agreement, dated as of August 1May 6, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "“Credit Agreement"”) among GCI HoldingsMAPCO EXPRESS, Inc.INC., an Alaskan a Delaware corporation (“MAPCO Express”, together with each other Person who becomes a borrower thereunder by execution of a joinder, the "Borrower"“Borrowers”), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders parties thereto, FIFTH THIRD BANK, as Joint Lead Arranger and Sole Bookrunner, FIFTH THIRD BANK, as Administrative Agent, and others. Terms Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement are used herein with the same meaningAgreement. ("Assignor"the “Non-U.S. Lender”) is providing this certificate pursuant to Section 2.18(d) of the Credit Agreement. The Non-U.S. Lender hereby represents and ("Assignee") agree as followswarrants that:
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of the Credit Agreement. The Lender shallBorrower hereby represents and warrants that each of the conditions set forth in Section 5.02 of the Credit Agreement have been satisfied on and as of the date of such Swing Line Borrowing. OCI RESOURCES LP, and is a Delaware limited partnership By: Name: Title: FOR VALUE RECEIVED, OCI Resources LP, a Delaware limited partnership (the “Borrower”), hereby authorized topromises to pay to or registered assigns (the “Lender”), record on the schedule attached hereto, or to otherwise record in accordance with its usual practicethe provisions of the Credit Agreement (as hereinafter defined), the date and principal amount of each Advance Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of July 18, 2013 (as amended, restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”), among the Borrower, the Guarantors identified therein, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent. Capitalized terms used herein and not defined herein shall have the date and meanings assigned to such terms in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal payment hereunderamount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. Except as otherwise provided in Section 2.04 This Note is one of the Notes issued pursuant toreferred to in the Credit Agreement, and is entitled to the benefits of, thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which all amounts then remaining unpaid on this Note shall become, or may be prepaid or its maturity date accelerated. Capitalized terms used herein declared to be, immediately due and not otherwise defined herein are used with the meanings attributed to them payable all as provided in the Credit Agreement. GCI HOLDINGSLoans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount amount and maturity of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended its Loans and Resated Credit Agreement dated as of November , 1997, (as amended, restated, or otherwise modified from time to time, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders parties payments with respect thereto. Terms defined in the Credit Agreement are used herein with the same meaningThe Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION ("Assignor"WHETHER IN CONTRACT OR TORT OR OTHERWISE) and ("Assignee") agree as follows:BASED UPON, ARISING OUT OF OR RELATING TO THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Appears in 1 contract
Samples: Credit Agreement
of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the All terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. GCI HOLDINGSThe Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, INCnotice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. INMAC B.V. By: Its----------------------------------------- Name: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Title: Amount of Loan (as applicable, in Dollars or Amount of Interest Amount Unpaid Balance Notation Date Advance Period Paid Balance Alternative Currency) Payment Outstanding By ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $3,000,000 Norwalk, Connecticut May 10, 1996 For value received, INMAC AB, a corporation organized under the laws of the Kingdom of Sweden (the "Borrower"), hereby promises to pay to the Amended order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of Three Million Dollars ($3,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and Resated in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other time), endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of November July 25, 1997, 1995 (as amendedamended by that certain First Amendment Agreement dated as of January 1, restated1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or otherwise modified supplemented from time to time, the "Credit Agreement") among GCI HoldingsMicro Warehouse, Inc., an Alaskan corporation (the "Borrower"), NationsBank each of Texas, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:other Subsidiaries of Micro Warehouse,
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of the Credit Agreement. The Lender shallExcept as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and is hereby authorized toany other notice of any kind. No failure to exercise, record and no delay in exercising, any rights hereunder on the schedule attached hereto, or to otherwise record in accordance with its usual practice, part of the date and amount holder of each Advance and the date and amount this Note shall operate as a waiver of each principal payment hereundersuch rights. THIS NOTE SHALL AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW CONTRADICTED BY EVIDENCE OF CONFLICTS) PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSPARTIES. This Note is one By: Name: Title: Re: Agreement dated _______________, by and between__________________, as Seller, and ___________________________, as Buyer (the "Contract"). Ladies and Gentlemen: [Triangle USA Petroleum Corporation][Subsidiary of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 Borrower] a ______________ (as amended, restated or otherwise modified and in effect from time to time, the "Credit AgreementMortgagor"), among Borrower, the banks named therein and NationsBank has executed a mortgage or deed of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement trust dated effective as of November [_____________], 1997, 2012 (as amended, restated, or otherwise modified from time to time, the "Credit AgreementMortgage") among GCI Holdingsfor the benefit of Xxxxx Fargo Bank, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A.National Association, as Administrative Agent (in such capacity, the "Administrative Agent") for the benefit of itself, the Lenders (as defined in the Mortgage) and certain other secured parties as described in the Mortgage, which Mortgage has been recorded in the Real Property Records of the Counties or Parishes, as applicable, listed on the attached Exhibit A. A copy of the Mortgage is enclosed. The properties covered by the Mortgage include all of the oil, gas and other hydrocarbons and/or other minerals attributable to the above-referenced Contract to which we understand you are currently a party and includes the well or xxxxx listed on the attached Exhibit A with respect to which you are remitting proceeds of production to the Mortgagor. Your division order or lease numbers for such well or xxxxx are set forth on the attached Exhibit A. Pursuant to Article III of the Mortgage, the Administrative Agent is entitled to receive all of Mortgagor's interest in all [Hydrocarbons] (as defined in the Mortgage), which are covered by the above-referenced Contract, all products obtained or processed therefrom, and the Lenders parties revenues and proceeds attributable thereto. Terms The assignment of the Hydrocarbons, products and proceeds was effective on [___________], 2012 ("Effective Date"). The Lenders, however, as provided in [Article III], have permitted Mortgagor to collect the Hydrocarbons and the revenues and proceeds attributable thereto until the Administrative Agent or the Mortgagor shall have instructed the seller or purchaser of production to deliver such Hydrocarbons and all proceeds therefrom directly to the Administrative Agent. The purpose of this letter is to notify you that, commencing immediately upon the receipt hereof, and in accordance with the terms and conditions of the Mortgage, you are to deliver all proceeds attributable to the sale of such Hydrocarbons pursuant to the above-referenced Contract directly to the Administrative Agent at its office at [________], Attention: [________], Facsimile: [_______], or to such other address of which we may subsequently notify you in writing. If you require the execution of transfer or division orders, please forward the transfer or division orders to the Administrative Agent at its address at indicated above, Attention: [__________]. Should you have any questions in connection with any of the foregoing, please do not hesitate to contact us. Very truly yours, XXXXX FARGO BANK, NATIONAL Association, as Administrative Agent By: Name: Title: TRIANGLE USA PETROLEUM CORPORATION, a Colorado corporation By: Name: Title: THIS PLEDGE AGREEMENT dated as of [__________], 2012 (this "Pledge Agreement") is by and among each of the undersigned (individually, a "Pledgor" and collectively the "Pledgors") and Xxxxx Fargo Bank, National Association, as administrative agent (in such capacity the "Administrative Agent") under the Credit Agreement (as hereinafter defined), for the benefit of the Secured Parties (as defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:described below).
Appears in 1 contract
of the Credit Agreement. The Lender shall, and If payment of all sums due hereunder is hereby authorized to, record on accelerated under the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one terms of the Notes issued pursuant to, and is entitled to Credit Agreement or under the benefits of, terms of the other Loan Documents executed in connection with the Credit Agreement, dated as the then remaining principal amount and accrued but unpaid interest shall bear interest which shall be payable on demand at the rates per annum set forth in Article II of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borroweror the maximum rate permitted under applicable law, if lower, until such principal and interest have been paid in full. Further, in the banks named therein event of such acceleration, this Note, and NationsBank all other Obligations of Texasthe Borrower to the Lender shall, N.A., Administrative Agent, subject to which Agreement reference is hereby made for a statement of the terms and conditions under of the Loan Documents, become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by the Borrower. In the event this Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in addition to the principal and interest, all costs of collection, including reasonable attorneys' fees actually incurred, and interest thereon at the rates set forth above. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events and for prepayments of Swing Line Loans upon the terms and conditions specified therein. Except as permitted by Section 11.01 of the Credit Agreement, this Note may not be prepaid assigned by the Lender to any other Person. This Note shall be governed by, and construed in accordance with, the law of the State of Georgia. All Persons bound on this obligation, whether primarily or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGSsecondarily liable as principals, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGSsureties, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made guarantors, endorsers or otherwise, hereby waive to the Amended full extent permitted by law the benefits of all provisions of law for stay or delay of execution or sale of property or other satisfaction of judgment against any of them on account of liability hereon until judgment be obtained and Resated Credit Agreement dated as execution issued against any other of November , 1997, (as amended, restatedthem and returned satisfied or until it can be shown that the maker or any other party hereto had no property available for the satisfaction of the debt evidenced by this instrument, or otherwise modified from time until any other proceedings can be had against any of them, also their right, if any, to timerequire the holder hereof to hold as security for this Note any collateral deposited by any of said Persons as security. Protest, the "Credit Agreement") among GCI Holdingsnotice of protest, Inc.notice of dishonor, an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders diligence or any other formality are hereby waived by all parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:bound hereon.
Appears in 1 contract
Samples: Credit Agreement (Saks Inc)
of the Credit Agreement. The Lender shall, and is hereby authorized to, record Borrower further agrees to pay interest in like money at such office on the schedule unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 4.5 of the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto, or to otherwise record in accordance with its usual practicehereto and made a part hereof the date, the date Type and amount of each Advance the Tranche B-1 Term Loan and the date and amount of each payment or prepayment of principal payment hereunderwith respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSEach such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower in respect of the Tranche B-1 Term Loan. This Note (a) is one of the Notes issued pursuant to, referred to in the Second Amended and is entitled to the benefits of, the Restated Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") ”), among GCI HoldingsProtection One, Inc., an Alaskan a Delaware corporation (the "Borrower"“Holdings”), NationsBank of Texasthe Borrower, the several Lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent administrative agent (in such capacity, and together with its successors in such capacity, the "“Administrative Agent"”), with X.X. Xxxxxx Securities, Inc., as sole lead arranger and sole book manager, and Bank of America, N.A., as documentation agent (in such capacity, and together with its successors in such capacity, the “Documentation Agent”), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the Lenders guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. All parties theretonow and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Terms Unless otherwise defined herein, terms defined in the Credit Agreement are and used herein with shall have the same meaningmeanings given to them in the Credit Agreement. ("Assignor") and ("Assignee") agree PROTECTION ONE ALARM MONITORING, INC., as follows:Borrower By: Name: Title: THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $ New York, New York
Appears in 1 contract
Samples: Credit Agreement (Protection One Alarm Monitoring Inc)
of the Credit Agreement. The It is expressly understood and agreed by each Borrower that (i) the principal balance of this Note includes certain Obligations hitherto evidenced by that certain Swing Line Note dated April 28, 2005, that certain Amended and Substituted Swing Line Note dated December 10, 2009 and any other Swing Line Notes executed by any Borrower in favor of Swing Line Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practicethe Credit Agreement (the “Existing Notes”) and (ii) to the extent any of such Obligations are included in the principal balance of this Note, this Note (a) merely re-evidences such Obligations, (b) is given in substitution for, and not in payment of, the date Existing Notes and amount (c) is in no way intended, and shall not be deemed or construed, to constitute a novation of each Advance and the date and amount of each principal payment hereunderExisting Notes. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT WITH, THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSNEW YORK. This Note MAPCO EXPRESS, INC. By: Name: Title: By: Name: Title: Date Loans Line Loans Repaid of Swing Line Loans Notation Made By Reference is one of the Notes issued pursuant to, and is entitled made to the benefits of, the Second Amended and Restated Credit Agreement, dated as of August 1December 10, 1997 2009 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement"”) among GCI HoldingsMAPCO EXPRESS, Inc.INC., an Alaskan a Delaware corporation (“MAPCO Express”, together with each other Person who becomes a borrower thereunder by execution of a joinder, the "Borrower"“Borrowers”), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders parties thereto, FIFTH THIRD BANK, as Joint Lead Arranger and Sole Bookrunner, FIFTH THIRD BANK, as Administrative Agent, and others. Terms Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement are used herein with Agreement. ___________________________ (the same meaning“Non-U.S. Lender”) is providing this certificate pursuant to Section 2.18(d) of the Credit Agreement. ("Assignor") The Non-U.S. Lender hereby represents and ("Assignee") agree as followswarrants that:
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of the Credit Agreement. The Lender shall, All payments of principal of and is hereby authorized to, record interest on this Note shall be payable in lawful currency of the schedule attached hereto, United States of America (or the other currency borrowed) to otherwise record the account designated by the Agent in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSsame day or immediately available funds. This Note is one of the Notes issued pursuant toreferred to in, and is entitled to evidences indebtedness incurred in respect of the benefits ofLoans under, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a description of any security for this Note and for a statement of the terms and conditions under on which the Borrower is permitted and required to make prepayments of principal of the indebtedness evidenced by this Note and on which such indebtedness may be prepaid or its maturity date accelerateddeclared to be immediately due and payable. Capitalized terms used herein XxXXXXXXX & COMPANY, INCORPORATED By: Xxxxxxx X. Xxxxxxx Title: Vice President & CFO By: W. Xxxxxxxx Xxxxxxxxx Title: Assistant Secretary Wachovia Bank, National Association, as Administrative Agent Agency Servicing 000 Xxxxx Xxxxxxx Xxxxxx Mail Code: NC-0680 Xxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxx Gentlemen and not otherwise defined herein are used with Ladies: This Borrowing Request is delivered to you pursuant to clause (b) of Section 2.1 of the meanings attributed to them in the 364-Day Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November May 30, 1997, 2003 (as amended, restated, amended or otherwise modified from time to time, the "“Credit Agreement") ”), among GCI HoldingsXxXxxxxxx & Company, Inc.Incorporated, an Alaskan a Maryland corporation (the "“Borrower"”), NationsBank of Texasthe Lenders now or hereafter parties thereto and Wachovia Bank, N.A.National Association, as Administrative Agent administrative agent (the "Administrative “Agent"”). Unless otherwise defined herein or the context otherwise requires, and terms used herein have the Lenders parties thereto. Terms defined meanings provided in the Credit Agreement are used herein with Agreement. The Borrower hereby requests that a Loan Borrowing be made in the same meaningaggregate principal amount of [$U.S.] [£] [DM] [¥] [Euro] on , as [a Base Rate Loan] [a LIBO Rate Loan having an interest period of months]. The Borrower hereby certifies and warrants that on the date the Borrowing requested hereby is made ("Assignor") both before and ("Assignee") agree as follows:after giving effect to such Borrowing);
Appears in 1 contract
of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record Except as specifically provided in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Note shall operate as a waiver of such rights. In the event of any explicit or implicit conflict between any provision of this Note and any provision of the Credit Agreement, the terms of the Credit Agreement shall be controlling. By: Name: Title: [Date] Jefferies Finance LLC, as Administrative Agent 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Account Manager — CVR Energy, Inc. Telephone: (000) 000-0000 E-mail: XXXX.Xxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, CVR Energy, Inc., a Delaware corporation (“Borrower”), (a) refers to the Credit Agreement dated as of August 1January [ ], 1997 2019 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, or otherwise modified from time to time, the "“Credit Agreement") ”; the defined terms of which are used in this Notice of Borrowing as defined therein unless otherwise defined in this Notice of Borrowing), among GCI Holdingsthe Borrower, Inc., an Alaskan corporation the lenders party thereto from time to time (the "Borrower"“Lenders”), NationsBank of Texas, N.A.and Jefferies Finance LLC, as Administrative Agent (the "Administrative and Collateral Agent"), and the Lenders parties thereto(b) certifies that it is authorized to execute and deliver this Notice of Borrowing. Terms defined in The Borrower hereby gives you irrevocable notice pursuant to Section 2.02(a) of the Credit Agreement are used herein that the undersigned hereby requests a Borrowing, and in connection with that request sets forth below the same meaning. information relating to such Borrowing ("Assignor"the “Proposed Borrowing”) and ("Assignee"as required by Section 2.02(a) agree as followsof the Credit Agreement:
Appears in 1 contract
Samples: Credit Agreement (CVR Energy Inc)
of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the All terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. GCI HOLDINGSThe Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, INCnotice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE FINLAND OY By:______________________________________ Name: ItsTitle: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of Loan (as applicable, in Dollars or Amount of Interest Amount Unpaid Balance Notation Date Advance Period Paid Balance Alternative Currency) Payment Outstanding By ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $1,000,000 For value received, MICRO WAREHOUSE SWEDEN AB, a corporation organized under the laws of the Kingdom of Sweden (the "Borrower"), hereby promises to pay to the Amended order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of One Million Dollars ($1,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and Resated in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other time), endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of November July 25, 1997, 1995 (as amended, restated, amended or otherwise modified supplemented from time to time, the "Credit Agreement") among GCI HoldingsMicro Warehouse, Inc., an Alaskan corporation the Borrower, each of the other Subsidiaries of Micro Warehouse, Inc. (each of the foregoing entities other than the Borrower and Micro Warehouse Denmark APS, the "BorrowerGuarantors"), NationsBank each of Texas, N.A., as the lenders which is signatory thereto (including the Lender) and the Administrative Agent (and evidences the "Administrative Agent"), and Revolving Credit Loans made by the Lenders parties thereto. Terms defined in Lender to the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:Borrower
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of the Credit Agreement. The Lender shall, and is hereby authorized to, record Borrower further agrees to pay interest in like money on the schedule unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.7 of the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto, or to otherwise record in accordance with its usual practice, hereto and made a part hereof the date and amount of each Advance the Term Loan and the date and amount of each payment or prepayment of principal payment hereunderwith respect thereto. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS Each such endorsement shall constitute prima facie evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower in respect of the Term Loan. This Note (AND NOT THE LAW OF CONFLICTSa) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSis one of the Term Notes referred to in the Credit Agreement (the “Credit Agreement”) dated as of May , 2005, among IGN Entertainment, Inc., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties to this Agreement, and US Bank National Association as administrative agent and as collateral agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is one secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the Notes issued pursuant toproperties and assets in which a security interest has been granted, the nature and is entitled extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the benefits ofCredit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Entertainment, Inc. By: Name: Title: Attention of [LENDER]: Ladies and Gentlemen: The undersigned, US Bank National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, refers to the Credit Agreement, dated as of August 1May [ ], 1997 (2005, as amended, restated supplemented or otherwise modified and in effect from time to time, time (the "“Credit Agreement"”), among IGN Entertainment, Inc., a Delaware corporation (the “Borrower”), the several banks named therein and NationsBank of Texasother financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), N.A.and US Bank National Association as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated“Collateral Agent”). Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed assigned to them such terms in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, or otherwise modified from time to time, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A., as The Administrative Agent (hereby gives notice of an offer of prepayment made by the "Administrative Agent"), and the Lenders parties thereto. Terms defined in Borrower pursuant to Sections 6.9 or 7.6 of the Credit Agreement of the Mandatory Prepayment Amount. Amounts applied to prepay the Term Loans shall be applied pro rata to the Term Loan held by you. The portion of the prepayment amount to be allocated to the Term Loan held by you and the date on which such prepayment will be made to you (should you elect to receive such prepayment) are used herein with the same meaning. ("Assignor") and ("Assignee") agree as followsset forth below:
Appears in 1 contract
of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the All terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. GCI HOLDINGSThe Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, INCnotice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE HOLDING B.V. By: Its----------------------------------------- Name: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Title: Amount of Loan (as applicable, in Dollars or Amount of Interest Amount Unpaid Balance Notation Date Advance Period Paid Balance Alternative Currency) Payment Outstanding By ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $1,500,000 Norwalk, Connecticut May 10, 1996 For value received, MICRO WAREHOUSE NORWAY AS, a corporation organized under the laws of Norway (the "Borrower"), hereby promises to pay to the Amended order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of One Million Five Hundred Thousand Dollars ($1,500,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and Resated in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other time), endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of November July 25, 1997, 1995 (as amendedamended by that certain First Amendment Agreement dated as of January 1, restated1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or otherwise modified supplemented from time to time, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:Micro
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of the Credit Agreement. The Lender shallBorrower is submitting with this Advance Request an AFE (attached as EXHIBIT A, and is hereby authorized toincluding all supporting documentation), record on together with a technical memorandum for written approval of the schedule attached heretoAdministrative Agent, or at least fifteen (15) days prior to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant torequested Advance relating to Drilling and Completion Costs of the proposed Well (unless the applicable time for responding to an AFE under the operating agreement is less than fifteen (15) days, in which case Borrower shall provide to Lenders as much time as is reasonably practicable). The undersigned certifies that he is a duly elected, qualified and acting President of Borrower, and that as such he is authorized to execute this Borrowing Request on behalf of Borrower. The undersigned further certifies, represents and warrants on behalf of Borrower that Borrower is entitled to receive the benefits ofrequested borrowing under the terms and conditions of the Credit Agreement. EXECUTED this ____ day of ____________, the 20__ . MAINLAND RESOURCES, INC., a Nevada corporation By: __________________________________ Xxxxxxx X. Newport President EXHIBIT C FORM OF COMPLIANCE CERTIFICATE ________________________________________________________________________________ COMPLIANCE CERTIFICATE Financial Statement Date: ____________, To: Guggenheim Corporate Funding, LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Senior Secured Advancing Line of Credit Agreement, dated as of August 1October 16, 1997 2009, (as amended, modified, supplement or restated or otherwise modified and in effect from time to time, the "Credit AgreementAGREEMENT;" the terms defined therein being used herein as therein defined), among Mainland Resources, Inc. ("BORROWER"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, or otherwise modified lenders from time to time, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation time party thereto (the "BorrowerLENDERS"), NationsBank of Texasand Guggenheim Corporate Funding, N.A.LLC, as Administrative Agent (the "Administrative AgentADMINISTRATIVE AGENT"). The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the __________________________________________________of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Lenders parties thereto. Terms defined in Administrative Agent on the Credit Agreement are used herein with behalf of the same meaning. ("Assignor") Borrower, and ("Assignee") agree as follows:that: [USE FOLLOWING PARAGRAPH 1 FOR FISCAL YEAR-END FINANCIAL STATEMENTS]
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Samples: Senior Secured Advancing Line of Credit Agreement (Mainland Resources Inc.)
of the Credit Agreement. The Lender shall, and is hereby authorized to, record Borrower further agrees to pay interest in like money at such office on the schedule attached hereto, or unpaid principal amount hereof from time to otherwise record time outstanding at the rates and on the dates specified in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSCredit Agreement. This Note (a) is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1February 7, 1997 2019 (as amended, restated or otherwise modified and in effect from time to timewaived, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"”), NationsBank of Texasamong the Borrower, the lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the "“Administrative Agent"”), Collateral Agent and Issuing Lender, the several banks and other financial institutions or entities from time to time party thereto, (b) is subject to the provisions of the Credit Agreement, which are hereby incorporated by reference, (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement and (d) is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Credit Agreement for a statement of all the terms and conditions under which the Term Loans evidenced hereby are made and are to be repaid. In the event of any conflict or inconsistency between the terms of this Note and the Lenders terms of the Credit Agreement, to the fullest extent permitted by applicable law, the terms of the Credit Agreement shall govern and be controlling. Upon the occurrence of any one or more Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as and to the extent provided in the Credit Agreement. No failure in exercising any rights hereunder or under the other Loan Documents on the part of the Lender shall operate as a waiver of such rights. All parties theretonow and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby expressly waive, to the fullest extent permitted by applicable law, presentment, demand, protest and all other similar notices or similar requirements. Terms Unless otherwise defined herein, terms defined in the Credit Agreement are and used herein shall have the meanings given to them in the Credit Agreement. VET INTERMEDIATE HOLDCO II, LLC By: Name: Title: THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $ New York, New York , 20 FOR VALUE RECEIVED, the undersigned, VET INTERMEDIATE HOLDCO II, LLC, a Delaware limited liability company (“Vet Intermediate II”, and, together with any assignee of, or successor by merger to, Vet Intermediate II’s rights and obligations under the same meaningCredit Agreement (as hereinafter defined) as provided therein, the “Borrower”), hereby unconditionally promises to pay to (the “Lender”) or its registered assigns at the Funding Office specified in the Credit Agreement in Dollars and in immediately available funds, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the undersigned pursuant to Section 2.4 of the Credit Agreement, which sum shall be payable on the Revolving Termination Date. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in the Credit Agreement. This Note ("Assignor"a) is one of the Notes issued pursuant to the Credit Agreement, dated as of February 7, 2019 (as amended, waived, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the several banks and other financial institutions or entities from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Collateral Agent and Issuing Lender, (b) is subject to the provisions of the Credit Agreement, which are hereby incorporated by reference, (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement and ("Assignee"d) agree is secured and guaranteed as followsprovided in the Loan Documents. Reference is hereby made to the Credit Agreement for a statement of all the terms and conditions under which the Revolving Loans evidenced hereby are made and are to be repaid. In the event of any conflict or inconsistency between the terms of this Note and the terms of the Credit Agreement, to the fullest extent permitted by applicable law, the terms of the Credit Agreement shall govern and be controlling. Upon the occurrence of any one or more Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as and to the extent provided in the Credit Agreement. No failure in exercising any rights hereunder or under the other Loan Documents on the part of the Lender shall operate as a waiver of such rights. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby expressly waive, to the fullest extent permitted by applicable law, presentment, demand, protest and all other similar notices or similar requirements. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. VET INTERMEDIATE HOLDCO II, LLC By: Name: Title: Revenue Operating costs and expenses:
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Samples: Credit Agreement (Covetrus, Inc.)
of the Credit Agreement. The Lender shall, and is hereby authorized to, record Borrower further agrees to pay interest in like money at such office on the schedule unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.8 of the Credit Agreement. The holder of this promissory note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof that shall be attached heretohereto and made a part hereof the date, or to otherwise record in accordance with its usual practice, the date Type and amount of each Advance Term Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal payment hereunderthereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Term Loans, the length of each Interest Period with respect thereto. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSEach such endorsement shall constitute PRIMA FACIE evidence of the accuracy of the information endorsed, PROVIDED that the failure to make any such endorsement or any error in such endorsement shall not affect the obligations of the Borrower in respect of any Term Loan. This Note is one promissory note (a) has been issued pursuant to Section 13.6(b) of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November April 9, 1997, 1998 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "BorrowerCREDIT AGREEMENT"), NationsBank of Texasamong the Borrower, N.A.the Lenders from time to time parties thereto, the Administrative Agent, Salomon Brothers Holding Company Inc, as Administrative Agent (the "Administrative Syndication Agent"), and Bankers Trust Company, as Documentation Agent, (b) is subject to the Lenders provisions of the Credit Agreement and (c) is subject to prepayment in whole or in part as provided in the Credit Agreement. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this promissory note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties theretonow and hereafter liable with respect to this promissory note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Terms Unless otherwise defined herein, terms defined in the Credit Agreement are and used herein with shall have the same meaningmeanings given to them in the Credit Agreement. ("Assignor") and ("Assignee") agree as follows:THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. CORNING CONSUMER PRODUCTS COMPANY, By: ------------------------------- Name: Title: Schedule A To term note
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of the Credit Agreement. The It is expressly understood and agreed by each Borrower that (i) the principal balance of this Note includes certain Obligations hitherto evidenced by those certain Revolving Credit Notes dated April 28, 2005, those certain Amended and Substituted Revolving Credit Notes dated as of December 10, 2009 and any other Revolving Credit Notes executed by any Borrower in favor of Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with the Credit Agreement (the “Existing Notes”) and (ii) to the extent any of such Obligations are included in the principal balance of this Note, this Note (a) merely re-evidences such Obligations, (b) is given in substitution for, and not in payment of, the Existing Notes and (c) is in no way intended, and shall not be deemed or construed, to constitute a novation of the Existing Notes. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. MAPCO EXPRESS, INC. By: Name: Xxxx X. Xxx Title: Executive Vice President and Chief Financial Officer By: Name: Xxxxxx X. Xxxxxxxx Title: Vice President Second Amended and Substitute Revolving Note. Date Loans Base Rate Loans Repaid Eurodollar Loans of Base Rate Loans By Second Amended and Substitute Revolving Note. Date Eurodollar Loans Eurodollar Loans Thereto Repaid Rate Loans Eurodollar Loans Made By Second Amended and Substitute Revolving Note. THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $10,000,000 New York, New York FOR VALUE RECEIVED, the undersigned, MAPCO EXPRESS, INC., a Delaware corporation (“MAPCO Express”, together with each other Person who becomes a borrower under the Credit Agreement referred to below by execution of a joinder, the “Borrowers”), hereby unconditionally, jointly and severally, promise to pay to Fifth Third Bank (the “Swing Line Lender”) or its usual practiceregistered assigns at the Payment Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, on the Revolving Credit Termination Date the principal amount of (a) TEN MILLION DOLLARS ($10,000,000), or, if less, (b) the aggregate unpaid principal amount of all Swing Line Loans made by the Swing Line Lender to the Borrowers pursuant to Section 2.23 of the Credit Agreement, as hereinafter defined, outstanding on such date. The Borrowers further jointly and severally agree to repay each outstanding Swing Line Loan made by the Swing Line Lender on the date that is the earlier of (x) the Revolving Credit Termination Date and (y) the date that is the seventh Business Day after the date on which such Swing Line Loan is made. Furthermore, the Borrowers agree to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.13 of such Credit Agreement. The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Advance Swing Line Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal payment hereunderthereof. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSEach such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrowers in respect of any Swing Line Loan. This Second Amended and Substituted Swing Line Note (a) is one of the Notes issued pursuant to, and is entitled Swing Line Note referred to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Second Amended and Resated Restated Credit Agreement dated as of November December 10, 1997, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"”), NationsBank of Texasamong the Borrowers, N.A.the Swing Line Lender, the other Lenders parties thereto, Fifth Third Bank, as Administrative Agent (the "Administrative Agent"), and others, (b) is subject to the Lenders provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed to the extent provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties theretonow and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Terms Unless otherwise defined herein, terms defined in the Credit Agreement are and used herein with shall have the same meaning. ("Assignor") and ("Assignee") agree as follows:meanings given to them in the Credit Agreement.
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of the Credit Agreement. The Lender shall, and is hereby authorized to, record Borrower further agrees to pay interest in like money at such office on the schedule unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in the Credit Agreement. The holder of this Incremental Term Loan Note (this “Note”) is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto, or to otherwise record in accordance with its usual practicehereto and made a part hereof the date, the date Type and amount of each Advance the Incremental Term Loan and the date and amount of each payment or prepayment of principal payment hereunderwith respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of SOFR Loans, the length of each Interest Period with respect thereto. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSEach such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of the Incremental Term Loan. This Note (a) is one of the Incremental Term Loan Notes issued pursuant to, and is entitled referred to the benefits of, in the Credit Agreement, dated as of August 112, 1997 2024, among the Borrower, DoubleVerify MidCo, Inc., a Delaware corporation (as amended, restated or otherwise modified and in effect from time to time“Holdings”), the "Credit Agreement")Lenders and L/C Issuers party thereto, among Borrower, the banks named therein and NationsBank of TexasJPMorgan Chase Bank, N.A., as Administrative Agent, to which Agreement reference is hereby made for a statement of an L/C Issuer and the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, Swing Lender (as amended, restated, amended and restated, supplemented, restructured or otherwise modified from time to time, the "“Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"”), NationsBank (b) is subject to the provisions of Texas, N.A., as Administrative Agent (the "Administrative Agent")Credit Agreement, and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Lenders Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuance of any one or more Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties theretonow and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Terms Unless otherwise defined herein, terms defined in the Credit Agreement are and used herein with shall have the same meaningmeanings given to them in the Credit Agreement. ("Assignor") and ("Assignee") agree as NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT. [Signature page follows:] DOUBLEVERIFY INC. By: Name: Title: THIS SWINGLINE NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS SWINGLINE NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE SWINGLINE LOAN REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $[_________] New York, New York
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of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the All terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. GCI HOLDINGSThe Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, INCnotice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE NORWAY AS By: Its------------------------------------ Name: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Title: Amount of Loan (as applicable, in Dollars or Amount of Interest Amount Unpaid Balance Notation Date Advance Period Paid Balance Alternative Currency) Payment Outstanding By ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $1,250,000 For value received, MICRO WAREHOUSE FINLAND OY, a corporation organized under the laws of the Republic of Finland (the "Borrower"), hereby promises to pay to the Amended order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of One Million Two Hundred Fifty Thousand Dollars ($1,250,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and Resated in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other time), endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of November July 25, 1997, 1995 (as amended, restated, amended or otherwise modified supplemented from time to time, the "Credit Agreement") among GCI HoldingsMicro Warehouse, Inc., an Alaskan corporation the Borrower, each of the other Subsidiaries of Micro Warehouse, Inc. (each of the foregoing entities other than the Borrower and Micro Warehouse Denmark APS, the "BorrowerGuarantors"), NationsBank each of Texas, N.A., as Administrative Agent the lenders which is signatory thereto (including the "Administrative Agent"), Lender) and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:Administrative
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of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the All terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. GCI HOLDINGSThe Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, INCnotice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE LIMITED By: Its-------------------------------- Name: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Title: Amount of Loan (as applicable, in Dollars or Amount of Interest Amount Unpaid Balance Notation Date Advance Period Paid Balance Alternative Currency) Payment Outstanding By ---- ---------------------- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made ----------- -- REVOLVING CREDIT NOTE $6,000,000 Norwalk, Connecticut May 10, 1996 For value received, MICRO WAREHOUSE FRANCE SARL, a societe a responsabilite limitee organized under the laws of France (the "Borrower"), hereby promises to pay to the Amended order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of Six Million Dollars ($6,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and Resated in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other time), endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of November July 25, 1997, 1995 (as amendedamended by that certain First Amendment Agreement dated as of January 1, restated1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or otherwise modified supplemented from time to time, the "Credit Agreement") among GCI HoldingsMicro Warehouse, Inc., an Alaskan corporation (the "Borrower"), NationsBank each of Texas, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:other Subsidiaries of Micro Warehouse,
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of the Credit Agreement. If Notes are outstanding on the Effective Date, the Assignor and the Assignee request and direct that the Administrative Agent prepare and cause the Borrower to execute and deliver new Notes or, as appropriate, replacements notes, to the Assignor and the Assignee. The Lender shallAssignor and, if applicable, the Assignee each agree to deliver to the Administrative Agent the original Note received by it from the Borrower upon its receipt of a new Note in the appropriate amount. The Assignee advises the Administrative Agent that notice and payment instructions are set forth in the attachment to Schedule 1. The Assignee hereby represents and warrants that none of the funds, monies, assets or other consideration being used to make the purchase pursuant to the Assignment are "plan assets" as defined under ERISA and that its rights, benefits, and is hereby authorized to, record on interests in and under the schedule attached hereto, or Loan Documents will not be "plan assets" under ERISA. The Assignee authorizes the Administrative Agent to otherwise record act as its agent under the Loan Documents in accordance with its usual practice, the date and amount of each Advance and terms thereof. The Assignee acknowledges that the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled Administrative Agent has no duty to supply information with respect to the benefits of, Borrower or the Loan Documents to the Assignee until the Assignee becomes a party to the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time .* * May be eliminated if Assignee is a party to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit AgreementAgreement prior to the Effective Date. GCI HOLDINGS, INC. NAME OF ASSIGNOR NAME OF ASSIGNEE By: ItsBy: SCHEDULE -------------------------------- -------------------------------- Title: Title: ----------------------------- -------------------------------- ACKNOWLEDGED AND CONSENTED TO BY THE FIRST NATIONAL BANK OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, or otherwise modified from time to time, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A.CHICAGO, as Administrative Agent By: -------------------------------- Title: ----------------------------- [Attach photocopy of Schedule 1 to Assignment] EXHIBIT I INTENTIONALLY OMITTED EXHIBIT J INTENTIONALLY OMITTED EXHIBIT K FORM OF SUBSIDIARY GUARANTY This Guaranty is made as of ________________, _____ by _________________, a ________________ (the "Administrative AgentGUARANTOR"), to and for the benefit of The First National Bank of Chicago, individually ("FIRST CHICAGO") and as administrative agent ("ADMINISTRATIVE AGENT") for itself and the Lenders parties thereto. Terms defined in lenders under the Credit Agreement are used herein with the same meaning. ("Assignor"as defined below) and their respective successors and assigns (collectively, the "AssigneeLENDERS") agree as follows:).
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Samples: Revolving Credit Agreement (Duke Weeks Realty Limited Partnership)
of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the All terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. GCI HOLDINGSThe Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE (DEUTSCHLAND) GMBH By: ------------------------------------ Name: Title: Amount of Loan (as applicable, in Dollars or Amount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- -------- REVOLVING CREDIT NOTE $1,750,000 For value received, MICRO WAREHOUSE JAPAN, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS., INC DATED Principal Maturity Principal Amount a limited liability company organized under the laws of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made Japan (the "Borrower"), hereby promises to pay to the Amended order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and Resated in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other time), endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of November July 25, 1997, 1995 (as amended, restated, amended or otherwise modified supplemented from time to time, the "Credit Agreement") among GCI HoldingsMicro Warehouse, Inc., an Alaskan corporation the Borrower, each of the other Subsidiaries of Micro Warehouse, Inc. (each of the foregoing entities other than the Borrower and Micro Warehouse Denmark APS, the "BorrowerGuarantors"), NationsBank each of Texas, N.A., as Administrative Agent the lenders which is signatory thereto (including the "Administrative Agent"), Lender) and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:Administrative
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of the Credit Agreement. The Lender shallExcept as specifically provided in the Credit Agreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and is hereby authorized toany other notice of any kind. No failure to exercise, record and no delay in exercising, any rights hereunder on the schedule attached hereto, or to otherwise record in accordance with its usual practice, part of the date and amount holder of each Advance and the date and amount this Swing Line Note shall operate as a waiver of each principal payment hereundersuch rights. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH Exhibit D-3 – Form of Swing Line Note THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS NEW YORK, APPLICABLE TO NATIONAL BANKSCONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, INCLUDING WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 AND SECTION 5- 1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). This Exhibit D-3 – Form of Swing Line Note is one By: Name: Title: Exhibit D-3 – Form of Swing Line Note Xxxxx Fargo Bank, National Association, as Administrative Agent 0000 X XX Xxxxxx Blvd. Mail Code NC0680 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attn: Syndication/Agency Services Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxxx X. Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Ladies and Gentlemen: Pursuant to Section [2.4(a)][2.3(d)]1 of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November August 7, 1997, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time-to-time, the “Credit Agreement”; the defined terms of which are used in this Notice of Revolving Borrowing unless otherwise defined in this Notice of Revolving Borrowing) among (a) Pioneer Investment, Inc., a Delaware corporation (the “Borrower”), (b) Pioneer Intermediate, Inc., a Delaware corporation, (c) the lenders party thereto from time to time, (d) Xxxxx Fargo Bank, National Association, as administrative agent (in such capacity, the "Credit Agreement"“Administrative Agent”), as an Issuing Lender and as Swing Line Lender, and (e) among GCI HoldingsHSBC Bank Canada, Inc.as an Issuing Lender, an Alaskan corporation the undersigned hereby gives you irrevocable notice that the Borrower hereby requests a [Revolving][Swing Line] Borrowing (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent"“Proposed Borrowing”), and in connection with that request sets forth below the Lenders parties thereto. Terms defined in information relating to the Proposed Borrowing as required by the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as followsAgreement:
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of the Credit Agreement. The Lender shall, holder of this Note may endorse and is hereby authorized to, record on attach a schedule to reflect the schedule attached hereto, or to otherwise record in accordance with its usual practicedate, the date and amount of each Advance Swingline Loan and the date and amount of each payment or prepayment of principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS thereof; provided that the failure of Lender to make such recordation (AND NOT THE LAW OF CONFLICTSor any error in such recordation) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSshall not affect the obligations of Borrower hereunder or under the Credit Agreement. This Note is one of the Notes issued pursuant to, and is entitled referred to the benefits of, in the Credit Agreement, dated as of August 1June 24, 1997 2014 (as amended, restated or otherwise modified amended and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"”), NationsBank of Texasamong Borrower, the Guarantors, the Lenders, JPMorgan Chase Bank, N.A., as Administrative Agent (the "Administrative and Collateral Agent"), and the Lenders parties other agents party thereto, is subject to the provisions thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. Terms used herein which are defined in the Credit Agreement are shall have such defined meanings unless otherwise defined herein or unless the context otherwise requires. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note may become, or may be declared to be, immediately due and payable as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. DAVITA HEALTHCARE PARTNERS INC., as Borrower By: Name: Title: Dated [ ] JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement, dated as of June 24, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DaVita HealthCare Partners Inc., a Delaware corporation, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and the other agents party thereto. JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders referred to below, c/o JPMorgan Chase Bank, Loan and Agency Services Group 000 Xxxxxxx Xxxxxxxxxx Xxxx Floor 3, Ops 2 Xxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxx Fax: 000-000-0000 with a copy to: JPMorgan Chase Bank, N.A. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxx Xxx Fax: 000-000-0000 Ladies and Gentlemen: We hereby request that [name of proposed Issuing Lender], as Issuing Lender under the Credit Agreement, [issue] [amend] [renew] [extend] [a] [an existing] Letter of Credit for the account of the undersigned on [ ] (the “Date of [Issuance] [Amendment] [Renewal] [Extension]”) in the aggregate stated amount of [ ]15. [Such Letter of Credit was originally issued on [date].] The requested Letter of Credit shall be a [Dollar Letter of Credit] [Alternative Currency Letter of Credit]. The requested Letter of Credit [shall be] [is] denominated in [ ]16. For purposes of this LC Request, unless otherwise defined herein, all capitalized terms used herein with which are defined in the same meaningCredit Agreement shall have the respective meaning provided therein. 15 Aggregate initial stated amount of Letter of Credit. 16 Currency in which the Letter of Credit shall be denominated ("Assignor"which, in the case of a Dollar Letter of Credit, shall be in Dollars, and, in the case of an Alternative Currency Letter of Credit, shall be in Dollars or any other Alternative Currency). The beneficiary of the requested Letter of Credit [will be] [is] [ ], and such Letter of Credit [will be] [is] in support of (17) and ("Assignee") agree as follows[will have] [has] a stated expiration date of [ ]18. [Describe the nature of the amendment, renewal or extension.] We hereby certify that:
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of the Credit Agreement. The Lender shallExcept as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and is hereby authorized toany other notice of any kind. No failure to exercise, record and no delay in exercising, any rights hereunder on the schedule attached hereto, or to otherwise record in accordance with its usual practice, part of the date and amount holder of each Advance and the date and amount this Term Note shall operate as a waiver of each principal payment hereundersuch rights. THIS TERM NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS TERM NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSTRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS TERM NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. By: Name: Title: $__________________ ______________, ___ For value received, the undersigned ALY ENERGY SERVICES INC., a Delaware corporation (“Borrower”), hereby promises to pay to the order of ______________ (“Payee”) the principal amount of _________________________ No/100 Dollars ($_________________) or, if less, the aggregate outstanding principal amount of the Swing Line Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to the Borrower, together with interest on the unpaid principal amount of the Swing Line Advances from the date of such Swing Line Advances until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Swing Line Note in accordance with the terms of the Credit Agreement. This Swing Line Note is one of the Swing Line Notes issued pursuant toreferred to in, and is entitled to the benefits of, and is subject to the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to timeterms of, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November October 26, 1997, 2012 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") ”), among GCI Holdingsthe Borrower, Inc., an Alaskan corporation the lenders party thereto (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent"“Lenders”), and Xxxxx Fargo Bank, National Association, as administrative agent (the Lenders parties thereto“Administrative Agent”) for the Lenders, as issuing lender and as swing line lender. Terms Capitalized terms used in this Swing Line Note that are defined in the Credit Agreement are used herein with and not otherwise defined in this Swing Line Note have the same meaningmeanings assigned to such terms in the Credit Agreement. The Credit Agreement, among other things, ("Assignor"a) provides for the making of the Swing Line Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Swing Line Advance being evidenced by this Swing Line Note, and ("Assignee"b) agree as follows:contains provisions for acceleration of the maturity of this Swing Line Note upon the happening of certain events stated in the Credit Agreement and for optional and mandatory prepayments of principal prior to the maturity of this Swing Line Note upon the terms and conditions specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Borrower in same day funds. The Payee shall record payments of principal made under this Swing Line Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Swing Line Note. This Swing Line Note is secured by the Security Documents and guaranteed pursuant to the terms of the Guaranty.
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of the Credit Agreement. The Lender shallBorrower hereby certifies that [, based upon a conversion rate of ______,] the Tranche [A][B] availability as of the date hereof, before giving effect to the requested Loan, is __________________, and is hereby authorized to, record on that after giving effect to the schedule attached hereto, or to otherwise record in accordance with its usual practicerequested Loan, the date and amount sum of each Advance the Tranche [A][B] Obligations and the date and amount Tranche [A][B] Letter of each principal payment hereunderCredit Obligations will not exceed the Tranche [A][B] Commitments. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one [The Borrower also certifies that after giving effect to the requested Loans, the Dollar Equivalent of the Notes issued pursuant to, sum of (i) all Tranche B Obligations denominated in Alternative Currency and (ii) all outstanding Tranche B Letter of Credit Obligations denominated in Alternative Currency is entitled less than or equal to the benefits of, lesser of (a) $50,000,000 or (b) the Tranche B Commitments based upon a conversion rate of ___________.] The undersigned hereby further certifies to you that it is in compliance with the covenants specified in Section 9.1 through Section 9.6 of the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and will remain in effect from time to time, compliance with such covenants after the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement making of the terms and conditions under which requested Loan, as evidenced by a Compliance Certificate in the form of Exhibit C to the Credit Agreement of even date, herewith delivered to you simultaneously with this Note may be prepaid or its maturity date acceleratedLoan Request. Capitalized terms used herein and not otherwise defined herein are used We also understand that if you grant this request, this request obligates us to accept the requested Loan on such date. The undersigned hereby certifies to you, in accordance with the meanings attributed to them in provisions of Section 11.1 of the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to that (i) the Amended representations and Resated Credit Agreement dated as of November , 1997, (as amended, restated, or otherwise modified from time to time, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders parties thereto. Terms defined warranties contained in the Credit Agreement and in each document and instrument delivered pursuant to or in connection therewith, were true as of the date as of which they were made, are used herein also true at and as of the date hereof, and will also be true at and as of the proposed Borrowing Date of the Loan requested hereby, in each case except as otherwise permitted pursuant to the provisions of Section 11.1 of the Credit Agreement, (ii) the Borrower has performed and complied with all terms and conditions required by Section 11.1 of the same meaning. ("Assignor") Credit Agreement to be performed by it on or prior to the Borrowing Date, and ("Assignee"iii) agree no Default or Event of Default has occurred and is continuing, or is reasonably likely to occur as follows:a result of making the Loan requested herein. Please wire transfer the proceeds of the Borrowing in the requested currency to the accounts [of the following persons](6/) [listed below in the name of the Borrower and denominated
Appears in 1 contract
Samples: Credit Agreement (Liberty Property Limited Partnership)
of the Credit Agreement. The Lender shallOn the full, final, and is hereby authorized tocomplete satisfaction of the Obligations (other than contingent indemnification obligations and unasserted expense reimbursement obligations), record this Security Agreement shall be of no further force or effect. Thereafter, upon request, the Administrative Agent, on behalf of the Secured Parties, shall provide the Fund, at its sole expense, a written release of their respective obligations hereunder and of the Collateral in form reasonably acceptable to the Fund. Executed on the schedule attached heretodate first above written. [AGTB PRIVATE BDC, or a Delaware statutory trust By: ____________________________________ Name: Title:] XXXXXX XXXXXXX ASSET FUNDING INC., as Administrative Agent By: ____________________________________ Name: Title: For value received, [AGTB PRIVATE BDC, a Delaware statutory trust] (“Assignor”) hereby (i) collaterally assigns, grants, charges and pledges to otherwise record in accordance with its usual practiceXXXXXX XXXXXXX ASSET FUNDING INC., as Administrative Agent for the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one benefit of the Notes issued pursuant to, and is entitled to the benefits of, the Secured Parties (as defined below) (“Assignee”) under that certain Revolving Credit Agreement, dated as of August 1June 10, 1997 2022 (as amended, modified, supplemented, or restated or otherwise modified and in effect from time to time, the "“Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the ”; capitalized terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed assigned to them such terms in the Credit Agreement. GCI HOLDINGS), INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGSby and among, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November inter alios, 1997AGTB Private BDC, (as amended, restated, or otherwise modified from time to timea Delaware statutory trust, the "Credit Agreement") among GCI Holdingsother Fund Borrowers party thereto, the Qualified Borrowers party thereto, Xxxxxx Xxxxxxx Asset Funding Inc., an Alaskan corporation (as the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (in such capacity, the "“Administrative Agent"”) for the lenders party thereto (together with such other lending institutions which become party to the Credit Agreement, or have been, or may hereafter be, assigned an interest as lender in accordance with the Credit Agreement, the “Lenders”; the Administrative Agent and Lenders being collectively, the “Secured Parties”), and the other Lenders parties party thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") , and ("ii) grants to Assignee", a lien, claim, encumbrance upon and security interest in each of the accounts listed on Schedule I attached hereto at [_______________] (the “Depository”), and any extensions or renewals thereof, if any account is one which may be extended or renewed, and any successor or substitute accounts (such account or accounts and any extensions or renewals being hereinafter collectively called the “Account”), together with all of Assignor’s right, title, and interest (whether now existing or hereafter created or arising) agree as followsin and to the Account, all sums now or at any time hereafter on deposit therein, credited thereto, or payable thereon, all proceeds and products thereof (other than Investments of the Fund), and all instruments, documents, certificates, and other writings evidencing the Account, on the following terms and conditions:
Appears in 1 contract
of the Credit Agreement. The Lender shall, and is hereby authorized to, record Each Borrower further agrees to pay interest in like money at such office on the schedule unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in the Credit Agreement. The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached heretohereto and made a part hereof the date, or to otherwise record in accordance with its usual practice, the date Type and amount of each Advance the Term Loan and the date and amount of each payment or prepayment of principal payment hereunderwith respect thereto. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSEach such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of any Borrower in respect of the Term Loan. This Note (a) is one of the Term Loan Notes issued pursuant to, and is entitled referred to the benefits of, in the Credit Agreement, dated as of August 1May 23, 1997 (as amended2012, restated or otherwise modified and in effect from time to timeamong the Borrowers, the "Credit Agreement"), among BorrowerGuarantors party thereto, the banks named therein Lenders party thereto, and NationsBank of TexasSilicon Valley Bank, N.A., as Administrative Agent, to which Agreement reference is hereby made for a statement of the terms Issuing Lender and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, Swingline Lender (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"”), NationsBank (b) is subject to the provisions of Texasthe Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, N.A., as Administrative Agent (the "Administrative Agent"), nature and extent of the security and the Lenders guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuance of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties theretonow and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Terms Unless otherwise defined herein, terms defined in the Credit Agreement are and used herein shall have the meanings given to them in the Credit Agreement. GLOBAL TELECOM & TECHNOLOGY, INC., as a Borrower By:__________________________________ Name: Title: GLOBAL TELECOM & TECHNOLOGY AMERICAS, INC., as a Borrower By:__________________________________ Name: Title: WBS CONNECT LLC, as a Borrower By:__________________________________ Name: Title: PACKETEXCHANGE, INC., as a Borrower By:__________________________________ Name: Title: PACKETEXCHANGE (USA), INC., as a Borrower By:__________________________________ Name: Title: NLAYER COMMUNICATIONS, INC., as a Borrower By:__________________________________ Name: Title: _______________, a Delaware corporation (“Borrower”), through the undersigned in [his][her] capacity as a duly authorized officer of such entity or an entity authorized to certify on such entity’s behalf, hereby certify to the Administrative Agent and each Lender, in accordance with (i) the same meaning. Credit Agreement, dated as of May 23, 2012 ("Assignor"as amended, restated, amended and restated, supplemented, restructured or otherwise modified from time to time, the “Credit Agreement”), among Global Telecom and Technology, Inc., a Delaware corporation (“GTTI”), Global Telecom & Technology Americas, Inc., a Virginia corporation (“GTTA”), Packetexchange (USA), Inc., a Delaware corporation (“PEUSA”), Packetexchange, Inc., a Delaware corporation (“PEINC”), WBS Connect, LLC, a Colorado limited liability company (“WBS”), nLayer Communications, Inc., a Delaware corporation (“NLAYER”) (GTTI, GTTA, PEUSA, PEINC, WBS and NLAYER are hereinafter referred to, individually, as a “Borrower” and collectively, jointly and severally, as the “Borrowers”), the Guarantors party thereto, the Lenders party thereto (the “Lenders”) and Silicon Valley Bank, as administrative agent ("Assignee"together with its successors in such capacity, the “Administrative Agent”; all capitalized terms not defined herein have the meanings given them in the Credit Agreement), and (ii) agree as followsthe other Loan Documents, that:
Appears in 1 contract
Samples: Credit Agreement (Global Telecom & Technology, Inc.)
of the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of the Lender's Term Loan from the date of such Term Loan until such principal amount is paid in full at a rate or rates per annum determined in accordance with the terms of the Credit Agreement. Interest hereunder is due and payable at such times and on such dates as set forth in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Agent (as defined below), to such domestic account as the Agent may designate, in same day funds. At the time of each payment or prepayment of principal of the Lender's Term Loan, the Lender shall, and is hereby authorized to, record shall make a notation either on the schedule attached heretohereto and made a part hereof, or to otherwise record in accordance with its usual practicesuch Lender's own books and records, in each case specifying the date and amount of each Advance and principal paid or prepaid with respect to such Term Loan; provided, that the date and amount failure of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSthe Lender to make any such recordation or notation shall not affect the Obligations of the Borrower hereunder or under the Credit Agreement. This Substituted and Amended Term Loan Note is one of the Notes issued pursuant to"Term Notes" referred to in, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Third Amended and Resated Restated Credit Agreement dated as of November December 31, 1997, 1997 (as so amended and restated, and as further amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement") among GCI Holdingsthe Borrower (formerly known as SCP Acquisition Corp.), Inc.the financial institutions from time to time parties thereto (such financial institutions being herein referred to collectively as the "Lenders") and LaSalle National Bank, an Alaskan corporation as one of the Lenders and as contractual representative for the Lenders (the "BorrowerAgent"). The Credit Agreement, among other things, (i) provides for the making of the Lender's Term Loan, the indebtedness of the Borrower resulting therefrom being evidenced by this Substituted and Amended Term Loan Note and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments of the principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The unpaid balance of the indebtedness hitherto evidenced by those certain Substituted and Amended Term Loan Notes, dated June 7, 1996 in the original principal amount of $3,193,305.19, and September 26, 1996 in the original principal amount of $7,812,500.00 (the "Original Notes"), NationsBank made by the Borrower and delivered to the Lenders, remains outstanding as of Texasthe date hereof and shall continue to be secured pursuant to the terms of the Collateral Documents. The principal balance of this Substituted and Amended Term Loan Note includes the indebtedness hitherto evidenced by the Original Notes and to the extent such indebtedness is included in the principal balance of this Substituted and Amended Term Loan Note, N.A.this Substituted and Amended Term Loan Note (i) merely reevidences the indebtedness hitherto evidenced by the Original Notes, (ii) is given in substitution for, and not as payment of the Original Notes, and (iii) is in no way intended to constitute a novation of the Original Notes. Demand, presentment, protest and notice of nonpayment and protest are hereby waived by the Borrower. Whenever in this Substituted and Amended Term Loan Note reference is made to the Agent, the Lender or the Borrower, such reference shall be deemed to include, as Administrative Agent (applicable, a reference to their respective successors and assigns. The provisions of this Substituted and Amended Term Loan Note shall be binding upon and shall inure to the "Administrative Agent")benefit of said successors and assigns. The Borrower's successors and assigns shall include, without limitation, a receiver, trustee or debtor in possession of or for the Borrower. This Substituted and Amended Term Loan Note shall be interpreted, and the Lenders rights and liabilities of the parties thereto. Terms defined hereto determined, in the Credit Agreement are used herein accordance with the same meaninginternal laws (as distinguished from the conflicts of law provisions) of the State of Illinois. SOUTH CENTRAL POOL SUPPLY, INC. By: -------------------------------- Its: ------------------------------- SCHEDULE OF TERM LOAN AND PAYMENTS OR PREPAYMENTS ------------------------------------------------- Amount of Principal Unpaid Amount of Type of Interest Paid or Principal Notation Date Term Loan Loan Period/Rate Prepaid Balance Made By ---- --------- ------- ----------- --------- --------- ------- EXHIBIT E TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 31, 1997 FORM OF ASSIGNMENT AGREEMENT ---------------------------- This Assignment Agreement (this "Assignment Agreement") between __________________________ (the "Assignor") and __________________ (the "Assignee") is dated as of _________________, 19__. The parties hereto agree as follows:
Appears in 1 contract
Samples: Credit Agreement (SCP Pool Corp)
of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the All terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. GCI HOLDINGSThe Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, INCnotice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE SWEDEN AB By: Its------------------------------------ Name: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Title: Amount of Loan (as applicable, in Dollars or Amount of Interest Amount Unpaid Balance Notation Date Advance Period Paid Balance Alternative Currency) Payment Outstanding By ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made ------------------------- --------- ----------- -------- REVOLVING CREDIT NOTE $4,000,000 For value received, MICRO WAREHOUSE HOLDING B.V., a company with limited liability organized under the laws of The Netherlands (the "Borrower"), hereby promises to pay to the Amended order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of Four Million Dollars ($4,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and Resated in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other time), endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of November July 25, 1997, 1995 (as amended, restated, amended or otherwise modified supplemented from time to time, the "Credit Agreement") among GCI HoldingsMicro Warehouse, Inc., an Alaskan corporation the Borrower, each of the other Subsidiaries of Micro Warehouse, Inc. (each of the foregoing entities other than the Borrower and Micro Warehouse Denmark APS, the "BorrowerGuarantors"), NationsBank each of Texas, N.A., as the lenders which is signatory thereto (including the Lender) and the Administrative Agent (and evidences the "Administrative Agent"), and Revolving Credit Loans made by the Lenders parties thereto. Terms defined in Lender to the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:Borrower
Appears in 1 contract
of the Credit Agreement. The Lender shall, and is hereby authorized to, record Borrower further agrees to pay interest in like money at such Funding Office on the schedule unpaid principal amount hereof from time to time outstanding at the applicable rates and on the dates specified in Section 4.5 of the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached heretohereto and made a part hereof the date, or to otherwise record in accordance with its usual practice, the date Type and amount of each Advance the Term Loan and the date and amount of each payment or prepayment of principal payment hereunderwith respect thereto, each conversion of all or a portion thereof to another Type, each continuation of all or a portion thereof as the same Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSEach such endorsement shall constitute rebuttably presumptive evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower under the Credit Agreement and other Loan Documents in respect of the Term Loan. This Note (a) is one of the Notes issued pursuant to, and is entitled to evidencing the benefits of, Term Loan under the Credit Agreement, dated as of August 1May 19, 1997 2011 (as amendedthe “Credit Agreement”), restated by and among the Borrower, the several banks and other financial institutions or otherwise modified and in effect entities from time to time, the "Credit Agreement"), among Borrower, the banks named therein time parties thereto and NationsBank of TexasJPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), (b) is subject to which the provisions of the Credit Agreement reference and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a statement description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions under upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be prepaid declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or its maturity date acceleratedotherwise, hereby waive presentment, demand, protest and all other notices of any kind under this Note to the fullest extent permitted under applicable law. Capitalized Unless otherwise defined herein, terms defined in the Credit Agreement and used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. GCI HOLDINGSKAR AUCTION SERVICES, INC. By: ItsName: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Title: Date Amount of Base Rate Loans Amount Converted to Base Rate Loans Amount of Principal of Base Rate Loans Repaid Amount of Base Rate Loans Converted to Eurodollar Loans Unpaid Principal Balance of Base Rate Loans Notation Made By Date Amount of Eurodollar Loans Amount Converted to Eurodollar Loans Interest Period and Eurodollar Rate with Respect Thereto Amount of Principal of Eurodollar Loans Repaid Amount of Eurodollar Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurodollar Loans Notation Made By THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $[ ] New York, New York [ , 200 ] FOR VALUE RECEIVED, the undersigned, KAR Auction Services, Inc., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to [ ] (the “Lender”) or its registered successors and assigns at the Funding Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, on the Revolving Termination Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference the principal amount of (a) [ ] DOLLARS ($[ ]), or, if less, (b) the aggregate unpaid principal amount of all Revolving Loans of the Lender outstanding under the Credit Agreement. The Borrower further agrees to pay interest in like money at such Funding Office on the unpaid principal amount hereof from time to time outstanding at the applicable rates and on the dates specified in Section 4.5 of the Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Revolving Loan made pursuant to the Amended and Resated Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. Each such endorsement shall constitute rebuttably presumptive evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower under the Credit Agreement and other Loan Documents in respect of any Revolving Loan. This Note (a) is one of the Notes evidencing the Revolving Loans under the Credit Agreement, dated as of November May 19, 19972011 (the “Credit Agreement”) by and among the Borrower, (as amended, restated, the several banks and other financial institutions or otherwise modified entities from time to time, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texastime parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent administrative agent (in such capacity, the "“Administrative Agent"”), (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the Lenders guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties theretonow and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind under this Note to the fullest extent permitted under applicable law. Terms Unless otherwise defined herein, terms defined in the Credit Agreement are and used herein shall have the meanings given to them in the Credit Agreement. KAR AUCTION SERVICES, INC. By: Name: Title: Date Amount of Base Rate Loans Amount Converted to Base Rate Loans Amount of Principal of Base Rate Loans Repaid Amount of Base Rate Loans Converted to Eurodollar Loans Unpaid Principal Balance of Base Rate Loans Notation Made By Date Amount of Eurodollar Loans Amount Converted to Eurodollar Loans Interest Period and Eurodollar Rate with Respect Thereto Amount of Principal of Eurodollar Loans Repaid Amount of Eurodollar Loans Converted to Base Rate Loans Unpaid Principal Balance of Eurodollar Loans Notation Made By THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $[ ] New York, New York [ , 200 ] FOR VALUE RECEIVED, the same meaningundersigned, KAR Auction Services, Inc., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to JPMorgan Chase Bank, N.A. (the “Swingline Lender”) or its registered successors and assigns at the Funding Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, on the Revolving Termination Date the principal amount of (a) [ ] DOLLARS ($[ ]), or, if less, (b) the aggregate unpaid principal amount of all Swingline Loans made by the Swingline Lender to the Borrower pursuant to Section 3.4 of the Credit Agreement. ("Assignor") The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the applicable rates and ("Assignee") agree as follows:on the dates specified in Section 4.5 of such Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Swingline Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof. Each such endorsement shall constitute rebuttably presumptive evidence of the accuracy of the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations of the Borrower under the Credit Agreement and other Loan Documents in respect of any Swingline Loan.
Appears in 1 contract
of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the All terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. GCI HOLDINGSThe Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. INMAC INC. By: Its---------------------------------------- Name: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Title: Amount of Loan (as applicable, in Dollars or Amount of Interest Amount Unpaid Balance Notation Date Advance Period Paid Balance Alternative Currency) Payment Outstanding By ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $2,000,000 Norwalk, Connecticut May 10, 1996 For value received, INMAC (UK) LIMITED, a limited liability company organized under the laws of England and Wales (the "Borrower"), hereby promises to pay to the Amended order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of Two Million Dollars ($2,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and Resated in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other time), endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of November July 25, 1997, 1995 (as amendedamended by that certain First Amendment Agreement dated as of January 1, restated1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or otherwise modified supplemented from time to time, the "Credit Agreement") among GCI HoldingsMicro Warehouse, Inc., an Alaskan corporation (the "Borrower"), NationsBank each of Texas, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:other Subsidiaries of Micro Warehouse,
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of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the All terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. GCI HOLDINGSThe Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, INCnotice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE FRANCE SARL By: Its------------------------------------ Name: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Title: Amount of Loan (as applicable, in Dollars or Amount of Interest Amount Unpaid Balance Notation Date Advance Period Paid Balance Alternative Currency) Payment Outstanding By ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made ------------------------- --------- ----------- -------- REVOLVING CREDIT NOTE $4,000,000 For value received, MICRO WAREHOUSE (DEUTSCHLAND) GMBH, a limited liability company organized under the laws of the Federal Republic of Germany (the "Borrower"), hereby promises to pay to the Amended order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of Four Million Dollars ($4,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and Resated in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other time), endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of November July 25, 1997, 1995 (as amended, restated, amended or otherwise modified supplemented from time to time, the "Credit Agreement") among GCI HoldingsMicro Warehouse, Inc., an Alaskan corporation the Borrower, each of the other Subsidiaries of Micro Warehouse, Inc. (each of the foregoing entities other than the Borrower and Micro Warehouse Denmark APS, the "BorrowerGuarantors"), NationsBank each of Texas, N.A., as the lenders which is signatory thereto (including the Lender) and the Administrative Agent (and evidences the "Administrative Agent"), and Revolving Credit Loans made by the Lenders parties thereto. Terms defined in Lender to the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:Borrower
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of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the All terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. GCI HOLDINGSThe Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, INCnotice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE DENMARK APS By: Its----------------------------------------- Name: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Title: Amount of Loan (as applicable, in Dollars or Amount of Interest Amount Unpaid Balance Notation Date Advance Period Paid Balance Alternative Currency) Payment Outstanding By ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $7,500,000 Norwalk, Connecticut May 10, 1996 For value received, MICRO WAREHOUSE LIMITED, a limited liability company organized under the laws of England and Wales (the "Borrower"), hereby promises to pay to the Amended order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of Seven Million Five Hundred Thousand Dollars ($7,500,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and Resated in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other time), endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of November July 25, 1997, 1995 (as amendedamended by that certain First Amendment Agreement dated as of January 1, restated1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or otherwise modified supplemented from time to time, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:Micro
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of the Credit Agreement. The Lender shall, and is hereby authorized to, record Borrower further agrees to pay interest in like money at such office on the schedule attached hereto, or unpaid principal amount hereof from time to otherwise record time outstanding at the rates and on the dates specified in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSCredit Agreement. This Note (a) is one of the Notes issued pursuant to, and is entitled to the benefits of, the BrandCo Credit Agreement, dated as of August 1May 7, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, 2020 (as amended, restated, waived, supplemented or otherwise modified from time to time, the "“Credit Agreement") ”), among GCI Holdingsthe Borrower, Revlon, Inc., an Alaskan a Delaware corporation (the "Borrower"“Holdings”), NationsBank each of Texas, N.A.the financial institutions or other entities from time to time party thereto (the “Lenders”) and Jefferies Finance LLC, as Administrative Agent the administrative agent and each collateral agent for the Lenders, (b) is subject to the "Administrative Agent")provisions of the Credit Agreement, which are hereby incorporated by reference, (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement and (d) is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Credit Agreement for a statement of all the terms and conditions under which the [Insert Tranche of Term Loans] evidenced hereby are made and are to be repaid. In the event of any conflict or inconsistency between the terms of this Note and the Lenders terms of the Credit Agreement, to the fullest extent permitted by applicable law, the terms of the Credit Agreement shall govern and be controlling. Upon the occurrence of any one or more Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as and to the extent provided in the Credit Agreement. No failure in exercising any rights hereunder or under the other Loan Documents on the part of the Lender shall operate as a waiver of such rights.All parties theretonow and hereafter liable with respect to this Note, whether maker, principal, surety, LEGAL_US_E # 148054155.9 guarantor, endorser or otherwise, hereby expressly waive, to the fullest extent permitted by applicable law, presentment, demand, protest and all other similar notices or similar requirements. Terms Unless otherwise defined herein, terms defined in the Credit Agreement are and used herein with shall have the same meaningmeanings given to them in the Credit Agreement. [Remainder of page intentionally left blank] REVLON CONSUMER PRODUCTS CORPORATION By: Name: Title: INCREASE SUPPLEMENT, dated as of _____________ ___, 20___, to the BrandCo Credit Agreement, dated as of May 7, 2020 ("Assignor"as amended, restated, waived, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Revlon Consumer Products Corporation, a Delaware corporation (the “Borrower”), Revlon, Inc., a Delaware corporation (“Holdings”), each of the financial institutions from time to time party thereto (the “Lenders”) and ("Assignee") agree Jefferies Finance LLC, as follows:the administrative agent and each collateral agent for the Lenders.
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Samples: Credit Agreement (Revlon Inc /De/)
of the Credit Agreement. The Lender shallProgram Manager is authorized to record, and is hereby authorized to, record on the schedule attached hereto, annexed hereto and made a part hereof or to otherwise record in accordance with its usual practice, on other appropriate records of the Program Manager the date and amount of each Advance Loan made by the Lenders, each continuation thereof, the interest rate from time to time on each Loan and the date and amount of each payment or prepayment of principal payment hereunderthereof. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS Any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure of the Program Manager to make any such recordation (AND NOT THE LAW OF CONFLICTSor any error in such recordation) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSshall not affect the obligations of Recco hereunder or under the Credit Agreement in respect of the Loans. This Lender Note is one of the Notes issued pursuant to, and is entitled Lender Note referred to the benefits of, in the Credit Agreement, Agreement dated as of August 1January 9, 1997 2003 (as amended, restated supplemented or otherwise modified and in effect from time to time, the "Credit Agreement") among Recco, Eiffel Funding, LLC (the "Conduit Lender), among BorrowerCDC Financial Products Inc. (the "Committed Lender", and together with the Conduit Lender, the banks named therein "Lenders") and NationsBank of Texasthe Program Manager, N.A., Administrative Agent, and is entitled to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date acceleratedbenefits thereof. Capitalized terms used herein and not otherwise defined herein are used with without definition have the meanings attributed assigned to them in the Credit Agreement. GCI HOLDINGSThis Lender Note is subject to optional and mandatory prepayment as provided in the Credit Agreement. Upon the occurrence of the Wind-Down Date, INCthe Program Manager shall have all of the remedies specified in the Credit Agreement. ByRecco hereby waives presentment, demand, protest and all notices of any kind. THIS LENDER NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS LENDER NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES WHICH MAY REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. ONYX ACCEPTANCE RECEIVABLES CORPORATION By ______________________________ Name: ItsTitle: SCHEDULE Schedule 1 to LENDER NOTE Principal Interest on Prepayment Date of Loans Loans of Loans Notation By ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ DATED: B-3 EXHIBIT C NOTICE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount BORROWING Onyx Acceptance Receivables Corporation hereby requests that the Lenders make a Loan to it on [insert Borrowing Date] in the amount of [amount of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made Loan requested] by crediting the Collection Account by 10:00 a.m. (New York City time) on [insert Borrowing Date] (capitalized terms used herein have the meaning assigned to them in the Amended and Resated Credit Agreement dated as of November January 9, 19972003, (as amended, restated, modified or otherwise modified supplemented from time to time, ). Onyx Acceptance Receivables Corporation hereby certifies as of the "Credit Agreement"date hereof that (i) among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank representations and warranties made in Section 3 of Texas, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with true and correct on and as of the same meaning. Borrowing Date for such Loan, both before and after giving effect to such Loan, ("Assignor"ii) each of the representations and warranties made in the Operative Documents by the Seller and the Servicer (if the Seller or any Affiliate of the Seller) are true and correct on and as of the Borrowing Date for such Loan, both before and after giving effect to such Loan and ("Assignee"iii) agree that each condition precedent to the making of such Loan, as follows:described in Section 4(b) of the Credit Agreement, has been satisfied.
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of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the All terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. GCI HOLDINGSThe Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE, INC. By:_______________________________ Name: ItsTitle: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of Loan (as applicable, in Dollars or Amount of Interest Amount Unpaid Balance Notation Date Advance Period Paid Balance Alternative Currency) Payment Outstanding By ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $4,500,000 For value received, MICRO WAREHOUSE LIMITED, a limited liability company organized under the laws of England and Wales (the "Borrower"), hereby promises to pay to the Amended order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of Four Million Five Hundred Thousand Dollars ($4,500,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and Resated in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other time), endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of November July 25, 1997, 1995 (as amended, restated, amended or otherwise modified supplemented from time to time, the "Credit Agreement") among GCI HoldingsMicro Warehouse, Inc., an Alaskan corporation the Borrower, each of the other Subsidiaries of Micro Warehouse, Inc. (each of the foregoing entities other than the Borrower and Micro Warehouse Denmark APS, the "BorrowerGuarantors"), NationsBank each of Texas, N.A., as Administrative Agent the lenders which is signatory thereto (including the "Administrative Agent"), Lender) and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:Administrative
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of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the All terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. GCI HOLDINGSThe Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, INCnotice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE DENMARK APS By: Its------------------------------------ Name: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Title: Amount of Loan (as applicable, in Dollars or Amount of Interest Amount Unpaid Balance Notation Date Advance Period Paid Balance Alternative Currency) Payment Outstanding By ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made ------------------------- --------- ----------- -------- REVOLVING CREDIT NOTE $6,000,000 For value received, MICRO WAREHOUSE FRANCE SARL, a societe a responsabilite limitee organized under the laws of France (the "Borrower"), hereby promises to pay to the Amended order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of Six Million Dollars ($6,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and Resated in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other time), endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of November July 25, 1997, 1995 (as amended, restated, amended or otherwise modified supplemented from time to time, the "Credit Agreement") among GCI HoldingsMicro Warehouse, Inc., an Alaskan corporation the Borrower, each of the other Subsidiaries of Micro Warehouse, Inc. (each of the foregoing entities other than the Borrower and Micro Warehouse Denmark APS, the "BorrowerGuarantors"), NationsBank each of Texas, N.A., as the lenders which is signatory thereto (including the Lender) and the Administrative Agent (and evidences the "Administrative Agent"), and Revolving Credit Loans made by the Lenders parties thereto. Terms defined in Lender to the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:Borrower
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of the Credit Agreement. The Lender shallExcept as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and is hereby authorized toany other notice of any kind. No failure to exercise, record and no delay in exercising, any rights hereunder on the schedule attached heretopart of the holder of this Revolving Note shall operate as a waiver of such rights. This Revolving Note may not be assigned except in compliance with the Credit Agreement. By: Hi-Crush GP LLC, its general partner By: Name: Title: $ , For value received, the undersigned HI-CRUSH PARTNERS LP, a Delaware limited partnership (“Borrower”), hereby promises to pay to (“Payee”) the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Swing Line Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to otherwise record the Borrower, together with interest on the unpaid principal amount of the Swing Line Advances from the date of such Swing Line Advances until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Swing Line Note in accordance with its usual practice, the date and amount terms of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSCredit Agreement. This Swing Line Note is one of the Swing Line Notes issued pursuant toreferred to in, and is entitled to the benefits of, and is subject to the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to timeterms of, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November August 21, 1997, 2012 (as the same may be amended, restated, amended and restated, supplement or otherwise modified from time to time, the "“Credit Agreement") ”), among GCI Holdingsthe Borrower, Inc., an Alaskan corporation the lenders party thereto (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent"“Lenders”), and Amegy Bank National Association, as administrative agent (the Lenders parties thereto“Administrative Agent”) for the Lenders, as Issuing Lender and as Swing Line Lender. Terms Capitalized terms used in this Swing Line Note that are defined in the Credit Agreement are used herein with and not otherwise defined in this Swing Line Note have the same meaningmeanings assigned to such terms in the Credit Agreement. The Credit Agreement, among other things, ("Assignor"a) provides for the making of the Swing Line Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Swing Line Advance being evidenced by this Swing Line Note, and ("Assignee"b) agree as follows:contains provisions for acceleration of the maturity of this Swing Line Note upon the happening of certain events stated in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Borrower in same day funds. The Payee shall record payments of principal made under this Swing Line Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Swing Line Note. This Swing Line Note is secured by the Security Documents and guaranteed pursuant to the terms of the Guaranty.
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of the Credit Agreement. The Lender shall, and holder of this Note is hereby authorized to, to record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance Loan made by the Lender pursuant to Section 2.1 of the Credit Agreement, each payment of principal with respect thereto and each conversion or continuation made pursuant to Section 2.6 of the date Credit Agreement, on the schedules annexed hereto and amount made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, and any such recordation shall constitute prima facie evidence, absent manifest error, of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSthe accuracy of the information recorded; provided that failure by the Lender to make any such recordation or any error in such recordation shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This Note is one of the Revolving Credit Notes issued pursuant to, and is entitled referred to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Restated Credit Agreement dated as of November July 30, 19972019, among the Borrower, Xxxxxxxx 66 Partners Holdings LLC, the Lender, certain other banks and financial institutions parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"”; terms defined therein and not otherwise defined herein being used herein as therein defined), NationsBank is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. The Borrower agrees to pay expenses incurred by the Lender in connection with the enforcement of Texas, N.A., its rights and remedies under the Credit Agreement and this Note as Administrative Agent (provided in Section 9.5 of the "Administrative Agent"), and Credit Agreement. Upon the Lenders parties thereto. Terms defined occurrence of any one or more of the Events of Default specified in the Credit Agreement are used herein with the same meaningAgreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided therein. ("Assignor") and ("Assignee") agree as follows:XXXXXXXX 66 PARTNERS LP By XXXXXXXX 66 PARTNERS GP LLC, its General Partner By: _______________________________ Name: Title: REFERENCE RATE LOANS, CONVERSIONS AND PAYMENTS OF REFERENCE RATE LOANS Date Amount of Reference Rate Loans Made or Converted From Eurodollar Loans Amount of Reference Rate Loans Paid or Converted into Eurodollar Loans Unpaid Principal Balance of Reference Rate Loans Notation Made By _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ EURODOLLAR LOANS, CONVERSIONSAND PAYMENTS OF EURODOLLAR LOANS Date Amount ofEurodollarLoans Madeor Convertedfrom ReferenceRate Loans InterestPeriod andEurodollarRate withRespectThereto Amount ofEurodollarLoansPaid orConverted intoReferenceRate Loans UnpaidPrincipalBalance ofEurodollarLoans Notation Made By _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ New York, New York ____________ __, 20__
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of the Credit Agreement. The Lender shallBorrower promises to pay interest on the unpaid principal amount of the Bid Rate Advances from the date made until such principal amount is paid in full, at such interest rates, and is hereby authorized topayable at such times, record on as are agreed to by the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance Lender and the date Borrower pursuant to Section 2.2(i) of the Credit Agreement. Both principal and amount interest are payable in lawful money of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSthe United States of America to NationsBank of Texas, N.A., as Administrative Lender for the Lender, at 000 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000 in immediately available funds. This Bid Rate Note is one of the Bid Rate Notes issued pursuant toreferred to in, and is entitled to the benefits of, the Amended and Restated Credit AgreementAgreement (Facility A), dated as of August 1September 12, 1997 1995, among the Borrower, the Lender and certain other banks parties thereto, and NationsBank of Texas, N.A., as Administrative Lender for the Lender and such other banks (as amended, restated or otherwise modified and in effect from time to timetime amended, modified or supplemented, the "Credit Agreement"). The Credit Agreement, among Borrowerother things, contains provisions for acceleration of the banks named therein maturity hereof upon the happening of certain stated events and NationsBank also for prepayments on account of Texas, N.A., Administrative Agent, principal hereof prior to which Agreement reference is hereby made for a statement of the maturity hereof upon the terms and conditions under which therein specified; but neither this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed reference to them in the Credit AgreementAgreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of the Borrower to pay the principal sum of and interest on this Bid Rate Note when due. GCI HOLDINGSThe Borrower and all endorsers, sureties and guarantors of this Bid Rate Note hereby severally waive demand, presentment for payment, protest, notice of protest, notice of acceleration, notice of intention to accelerate the maturity of this Bid Rate Note, and all other notices of any kind, diligence in collecting, the bringing of any suit against any party and any notice of or defense on account of any extensions, renewals, partial payments or changes in any manner of or in this Bid Rate Note or in any of its terms, provisions and covenants, or any releases or substitutions of any security, or any delay, indulgence or other act of any trustee or any holder hereof, whether before or after maturity. THIS BID RATE NOTE, TOGETHER WITH THE OTHER LOAN PAPERS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. LA QUINTA INNS, INC. By: Its----------------------------------- Title: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO ----------------------------- EXHIBIT C SWING LINE NOTE OF GCI HOLDINGSU.S. $10,000,000.00 Dated: September 12, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, or otherwise modified from time to time1995 FOR VALUE RECEIVED, the "Credit Agreement") among GCI Holdingsundersigned, Inc.LA QUINTA INNS, an Alaskan INC., a Texas corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of NATIONSBANK OF TEXAS, N.A. (the "Swing Line Bank") for the account of its Lending Office (as defined in the Credit Agreement referred to below) the lesser of TEN MILLION AND NO/100 Dollars ($10,000,000) and the unpaid principal amount of the Swing Line Advances (as defined in the Credit Agreement referred to below) made by the Swing Line Bank to the Borrower pursuant to the Credit Agreement, payable at such times, and in such amounts, as are specified in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of the Swing Line Advances from the date made until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to NationsBank of Texas, N.A., as Administrative Agent Lender for the Swing Line Bank, at NationsBank Plaza, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxx 00000 in immediately available funds. This Swing Line Note is the Swing Line Note referred to in, and is entitled to the benefits of, the Amended and Restated Credit Agreement (Facility A), dated as of September 12, 1995, among La Quinta Inns, Inc., the Swing Line Bank and certain other banks parties thereto, and NationsBank of Texas, N.A., as Administrative Lender for the Swing Line Bank and such other banks (as from time to time amended, modified or supplemented, the "Administrative AgentCredit Agreement"). The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the Lenders parties thereto. Terms defined in maturity hereof upon the terms and conditions therein specified; but neither this reference to the Credit Agreement are used herein with nor any provision thereof shall affect or impair the same meaningabsolute and unconditional obligation of the Borrower to pay the principal sum of and interest on their Swing Line Note when due. ("Assignor") The Borrower and ("Assignee") agree as follows:all endorsers, sureties and guarantors of this Swing Line Note hereby severally waive demand, presentment for payment, protest, notice of protest, notice of acceleration, notice of intention to accelerate the maturity of this Swing Line Note, and all other notices of any kind, diligence in collecting, the bringing of any suit against any party and any notice of or defense on account of any extensions, renewals, partial payments or changes in any manner of or in this Swing Line Note or in any of its terms, provisions and covenants, or any releases or substitutions of any security, or any delay, indulgences or other act of any trustee or any holder hereof, whether before or after maturity. THIS SWING LINE NOTE, TOGETHER WITH THE OTHER LOAN PAPERS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. LA QUINTA INNS, INC. By: --------------------------------- Title: --------------------------- EXHIBIT D
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of the Credit Agreement. The Lender shall, and In the event of a Permitted Disposition of Collateral hereunder which is hereby authorized to, record on effected in compliance with the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount terms of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as the Administrative Agent shall release its lien and security interest in respect of August 1the Collateral so disposed of upon request therefor made by the Pledgor. The Pledgor will warrant and defend the right and title herein granted unto the Administrative Agent in and to the Collateral (and all right, 1997 (as amendedtitle, restated or otherwise modified and in effect interest represented by the Collateral) against the claims and demands of all Persons whomsoever. The Pledgor agrees that at any time, and from time to time, at the "Credit Agreement"), among Borrowerexpense of the Pledgor, the banks named therein Pledgor will promptly execute and NationsBank deliver all further instruments, and take all further action, that may be necessary or desirable, or that the Administrative Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of Texasthe foregoing, N.A., each Pledgor will (a) from time to time upon the request of the Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made promptly deliver to the Amended Administrative Agent such stock powers, instruments and Resated Credit Agreement dated similar documents, satisfactory in form and substance to the Administrative Agent, with respect to such Collateral as of November the Administrative Agent may reasonably request and will, 1997, (as amended, restated, or otherwise modified from time to timetime upon the request of the Administrative Agent after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by the Administrative Agent, all in form and substance satisfactory to the Administrative Agent; (b) execute and file (or caused to be filed) such financing statements or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or that the Administrative Agent may request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Administrative Agent hereby; (c) not enter into any agreement amending, supplementing, or waiving any provision of any intercompany note (including any underlying instrument pursuant to which such intercompany note is issued) or compromising or releasing or extending the time for payment of any obligation of the maker thereof; (d) not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any intercompany note or other instrument constituting Collateral; and (e) furnish to the Administrative Agent, from time to time at the request of the Administrative Agent, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. With respect to the foregoing and the grant of the security interest hereunder, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (Pledgor hereby authorizes the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent")to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Lenders parties theretoCollateral without the signature of the Pledgor where permitted by law. Terms defined in the Credit Agreement are used herein with The Pledgor will not permit any Pledged Interest Issuer to issue any capital stock or other ownership interests unless the same meaning. ("Assignor") and ("Assignee") agree as follows:is immediately delivered in pledge to the Administrative Agent hereunder.
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of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the All terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. GCI HOLDINGSThe Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, INCnotice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE AG By: Its-------------------------- Name: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Title: Amount of Loan (as applicable, in Dollars or Amount of Interest Amount Unpaid Balance Notation Date Advance Period Paid Balance Alternative Currency) Payment Outstanding By ---- ---------------------- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made ----------- -- REVOLVING CREDIT NOTE $1,500,000 Norwalk, Connecticut May 10, 1996 For value received, MICRO WAREHOUSE (AUSTRALIA) PTY LIMITED, a corporation organized under the laws of Australia (the "Borrower"), hereby promises to pay to the Amended order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of One Million Five Hundred Thousand Dollars ($1,500,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and Resated in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other time), endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of November July 25, 1997, 1995 (as amendedamended by that certain First Amendment Agreement dated as of January 1, restated1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or otherwise modified supplemented from time to time, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:Micro
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of the Credit Agreement. The Lender shall, holder of this Note may endorse and is hereby authorized to, record on attach a schedule to reflect the schedule attached hereto, or to otherwise record in accordance with its usual practicedate, the date and amount of each Advance Swingline Loan and the date and amount of each payment or prepayment of principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS thereof; provided that the failure of Lender to make such recordation (AND NOT THE LAW OF CONFLICTSor any error in such recordation) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSshall not affect the obligations of Borrower hereunder or under the Credit Agreement. This Note is one of the Notes issued pursuant to, and is entitled referred to the benefits of, in the Credit Agreement, dated as of August 1February 13, 1997 2004 (as amended, restated or otherwise modified amended and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"), among Borrower, the Subsidiary Guarantors, the Lenders, UBS SECURITIES LLC, as lead arranger, sole bookmanager and documentation agent, FLEET SECURITIES, INC. and BANK OF AMERICA SECURITIES, N.A., as syndication agents, WACHOVIA BANK, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as co-documentation agents, UBS LOAN FINANCE LLC, as swingline lender, HSBC BANK USA, as issuing bank, and UBS AG, STAMFORD BRANCH, as administrative agent for the Lenders and collateral agent for the Secured Parties, is subject to the provisions thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein or unless the context otherwise requires. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuance of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note may become, or may be declared to be, immediately due and payable as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. THIS NOTE IS ONE OF A SERIES OF SWINGLINE NOTES GIVEN TO EVIDENCE AN AGGREGATE INDEBTEDNESS OF $255,000,000 IN A MULTISTATE LOAN TRANSACTION. FLORIDA DOCUMENTARY EXCISE TAXES HAVE BEEN PAID ON THE ALLOCABLE PORTION OF SUCH INDEBTEDNESS UPON THE RECORDING OF A FLORIDA MORTGAGE GIVEN BY A GUARANTOR TO SECURE SUCH INDEBTEDNESS. [Signature Page Follows] IONICS, INCORPORATED, as Borrower By: _______________________________ Name: Title: PERFECTION CERTIFICATE Reference is hereby made to (i) that certain Security Agreement dated as of February 13, 2004 (the "Security Agreement"), between Ionics, Incorporated, a Massachusetts corporation (the "Company"), the Guarantors party thereto from time to time (collectively, the "Guarantors") and the Collateral Agent (as hereinafter defined) and (ii) that certain Credit Agreement dated as of February 13, 2004 (the "Credit Agreement") among GCI Holdingsthe Company, Inc.the Guarantors, an Alaskan corporation certain other parties thereto and UBS AG, Stamford Branch, as Collateral Agent (in such capacity, the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Collateral Agent"), and . Capitalized terms used but not defined herein have the Lenders parties thereto. Terms defined meanings assigned in the Credit Agreement are used herein with Agreement. The undersigned hereby certify to the same meaning. ("Assignor") and ("Assignee") agree Collateral Agent as follows:
Appears in 1 contract
Samples: Credit Agreement (Ionics Inc)
of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or Pursuant to otherwise record in accordance with its usual practice, the date and amount Section 2.03(a) of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as this Notice of August 1Borrowing represents Borrower's request for a Borrowing to be advanced on _____________, 1997 19___ (as amended, restated or otherwise modified and in effect from time to time, the "Credit AgreementFunding Date")) from the Lenders (each to advance in proportion to their respective Syndication Interests) in the aggregate principal amount of _________________________________________ ($_____________) in [Base Rate] [LIBO Rate for which the initial LIBO Loan Interest Period is requested to be a ______________ (___) month period]. Proceeds of such Borrowing are to be disbursed on the Funding Date in immediately available funds to the Designated Deposit Account at Agent Bank's Main Branch at __________________, among Borrower_______, Nevada, Account No. _________________. Borrower hereby certifies that (i) the banks named therein representations and NationsBank warranties contained in Article IV of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGSin each of the Loan Documents and in the Environmental Certificate (other than representations and warranties which expressly speak only as of a different date, INC DATED Principal Maturity Principal Amount which shall be true and correct in all material respects as of such date), shall be true and correct in all material respects on and as of Interest Amount Unpaid the Funding Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is as though made on and as of the Funding Date, except to the Amended extent that such representations and Resated Credit Agreement dated warranties are not true and correct as a result of November , 1997, (as amended, restated, or otherwise modified from time to time, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders parties thereto. Terms defined in a change which is permitted by the Credit Agreement are used herein with or by any other Loan Document or which has been otherwise consented to by Agent Bank; (ii) no Default or Event of Default has occurred and is continuing under the same meaning. Credit Agreement or any other Loan Document or will result from the making of the requested Borrowing; ("Assignor"iii) Borrower has and shall have satisfied all conditions precedent under Article III B of the Credit Agreement required to be performed by it on or before the Funding Date (unless otherwise waived pursuant to the terms of the Credit Agreement); (iv) since the date of the most recent audited financial statements referred to in Sections 3.17 and 5.08 of the Credit Agreement, no Material Adverse Change shall have occurred; and ("Assignee"v) agree the aggregate of all outstanding Borrowings does not (and after giving effect to the requested Borrowing, will not) exceed the Maximum Availability then in effect. EXHIBIT C Borrower further certifies that as followsof the Funding Date, without regard to the requested Borrowing:
Appears in 1 contract
Samples: Construction and Reducing Revolving Credit Agreement (Monarch Casino & Resort Inc)
of the Credit Agreement. The Lender shallholder of this Swingline Note is authorized to record the date, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date Type and amount of each Advance Swingline Loan made by the Swingline Lender pursuant to subsection 2.3 of the Credit Agreement and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one or prepayment of the Notes issued pursuant toprincipal hereof on Schedule A annexed hereto and made a part hereof, and is entitled provided that the failure to make any such recordation (or any error in such recordation) shall not affect the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement obligations of the terms and conditions Borrower under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference This Swingline Note is made the Swingline Note referred to in the Amended and Resated Credit Agreement dated as of November April 18, 1997, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") ”), among GCI Holdingsthe Parent Borrower, Inc., an Alaskan corporation the several lenders from time to time party thereto (the "Borrower"“Lenders”), NationsBank JPMorgan Chase Bank, N.A., as administrative agent, (in such capacity, the “Administrative Agent”) and the other agents party thereto; capitalized terms used herein but not defined shall have the meanings given to them in the Credit Agreement), is entitled to the benefits thereof, is secured as provided therein and is subject to optional and mandatory prepayment in whole or in part as provided therein. Upon the occurrence of Texasany one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swingline Note shall become, or may be declared to be, immediately due and payable as provided therein. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind (except as expressly provided in the Credit Agreement and the Loan Documents, including, without limitation, Section 9 of the Credit Agreement). XXXXX XXXXXX, INC. By: Title: LOANS, CONVERSIONS AND REPAYMENTS OF SWINGLINE LOANS1 Date Amount of Swingline Loans Amount of Principal of Swingline Loans Repaid Unpaid Principal Balance of Swingline Loans Notation Made By 1 Specify whether Swingline Loans are ABR Loans, Swingline LIBOR Loans or Alternative Rate Swingline Loans. To: JPMorgan Chase Bank, N.A., as Administrative Agent From: Xxxxx Xxxxxx, Inc. (the "Administrative Agent"“Parent Borrower”), and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:
Appears in 1 contract
Samples: Credit Agreement (Henry Schein Inc)
of the Credit Agreement. The Lender shallExcept as specifically provided by the Credit Agreement, the Parent hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and is hereby authorized toany other notice of any kind. No failure to exercise, record and no delay in exercising, any rights hereunder on the schedule attached hereto, or to otherwise record in accordance with its usual practice, part of the date and amount holder of each Advance and the date and amount this Revolving Note shall operate as a waiver of each principal payment hereundersuch rights. THIS REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT NEW YORK. THIS REVOLVING NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSTRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS REVOLVING NOTE AND THE LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. By: Name: Title: $ , FOR VALUE RECEIVED, the undersigned, , a (the “Subsidiary Borrower”), hereby promises to pay to the order of (“Lender”) the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Revolving Loans (as defined in the Credit Agreement referred to below) made by the Lender (or predecessor in interest by assignment) to the Subsidiary Borrower, together with interest on the unpaid principal amount of such Revolving Loans from the date of such Revolving Loans until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Subsidiary Borrower may make prepayments on this Revolving Note in accordance with the terms of the Credit Agreement. This Revolving Note is one of the Revolving Notes issued pursuant toreferred to in, and is entitled to the benefits of, and is subject to the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to timeterms of, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated 5-Year Revolving Credit Agreement dated as of November September 28, 1997, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") ”), by and among GCI HoldingsDiamond Offshore Drilling, Inc.Inc. (“Parent”), an Alaskan corporation the Subsidiary Borrower and any other Borrowing Subsidiary, together as borrowers, the Lenders who are or may become a party thereto, the issuing banks party thereto, and Xxxxx Fargo Bank, National Association, as administrative agent (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "“Administrative Agent")”) and as Swingline Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the Revolving Loans by the Lender to any Borrower in an aggregate principal amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Subsidiary Borrower resulting from each such Revolving Loan being evidenced by this Revolving Note, and (b) contains provisions for acceleration of the Lenders parties thereto. Terms defined maturity of this Revolving Note upon the happening of certain events stated in the Credit Agreement and for prepayments of principal prior to the maturity of this Revolving Note upon the terms and conditions specified in the Credit Agreement. Both principal and interest are used herein with payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Parent in same meaningday funds. ("Assignor") and ("Assignee") agree as follows:The Lender shall record payments of principal made under this Revolving Note, but no failure of the Lender to make such recordings shall affect the Subsidiary Borrower’s repayment obligations under this Revolving Note.
Appears in 1 contract
of the Credit Agreement. The Lender shallIf notice of this Syndicate Loan Borrowing has been given previously by telephone, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount then this notice should be considered a written confirmation of each Advance and the date and amount such telephone notice as required by Section 2.2 of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement. XXXX INDUSTRIES, INC. By: Title: EXHIBIT A-2 FORM OF REQUEST FOR SWING LINE BORROWING -----------, ----- NationsBank, N.A., as Administrative Agent and as Swing Line Lender Independence Center 000 Xxxxx Xxxxx Xxxxxx, 15th Floor Charlotte, North Carolina 28255-0001 Attention: Xxxxxxxx Xxxxxx, Agency Services Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Agreement dated as of August 1March 16, 1997 1998 (as it may be amended, modified, restated or otherwise modified and in effect supplemented from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized ; capitalized terms used herein herein, and not otherwise defined herein are used with the herein, shall have their respective defined meanings attributed to them as set forth in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, or otherwise modified from time to time, the "Credit Agreement") among GCI HoldingsXxxx Industries, Inc., an Alaskan corporation Inc. (the "Borrower"), NationsBank of Texasthe Lenders named therein, NationsBank, N.A., as Issuing Bank and Administrative Agent (the "Administrative Agent")) and SunTrust Bank, Atlanta, as Documentation Agent. Pursuant to Section 4.1(b) of the Credit Agreement, the Borrower hereby requests that the Swing Line Lender make an offer to make a Swing Line Loan in an amount equal to $_____________ to the Borrower. The Borrower hereby requests that the Interest Period for the Swing Line Loan to be made available by the Swing Line Lender pursuant hereto be for a duration of ________ days. The Borrower requests that the Swing Line Loan be made available to the Borrower on __________, _____. If the Swing Line Lender agrees to make the Swing Line Loan requested hereby, the Administrative Agent is instructed to make the proceeds of such Swing Line Loan available to the Borrower at _____________________________________. The Borrower hereby further certifies that (i) as of the date hereof, (ii) as of the date of the requested Swing Line Loan Borrowing, and (iii) after giving effect to the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as followsSwing Line Loan requested hereby:
Appears in 1 contract
of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount terms of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This this Promissory Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as may be amended, restated supplemented or otherwise modified and only in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them manner provided in the Credit Agreement. GCI HOLDINGSThe Borrower hereby waives presentment, demand, protest and notice of any kind. No failure on the part of the holder hereof to exercise, and no delay in exercising, any right, power or privilege hereunder shall operate as a waiver thereof or a consent thereto; nor shall a single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York. TRUE NORTH COMMUNICATIONS INC. By____________________________________ Name: ItsTitle: SCHEDULE EXHIBIT B-1 TO THE CREDIT AGREEMENT FORM OF ADVANCES AND PAYMENTS NOTICE OF PRINCIPAL TO NOTE OF GCI HOLDINGSREVOLVING CREDIT BORROWING [Date of Notice of Revolving Credit Borrowing] Citibank, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made N.A., as Administrative Agent for the Lenders party to the Amended Credit Agreement referred to below [Address] Attention: ____________________ Ladies and Resated Gentlemen: The undersigned, TRUE NORTH COMMUNICATIONS INC., a Delaware corporation, refers to the Credit Agreement dated as of November May 29, 1997, 1998 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit AgreementCREDIT AGREEMENT"; capitalized terms defined therein unless otherwise defined herein being used herein as therein defined) among the undersigned, the banks, financial institutions and other institutional lenders (collectively, the "LENDERS") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texasparty thereto and Citibank, N.A., as Administrative Agent for the Lenders thereunder, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement, that the undersigned hereby requests a Revolving Credit Borrowing under the Credit Agreement and, in connection therewith, sets forth below the information relating to such Revolving Credit Borrowing (the "Administrative AgentPROPOSED REVOLVING CREDIT BORROWING"), and the Lenders parties thereto. Terms defined in ) as required by Section 2.02(a) of the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as followsAgreement:
Appears in 1 contract
of the Credit Agreement. This Note is a renewal and replacement of the Promissory Note in the original principal amount of $20,000,000 made and delivered by the Company to the Lender as of April 28, 2000, the Amended and Restated Promissory Note in the original principal amount of $21,666,666.67 dated November 27, 2000 made and delivered by the Company to Lender, and the Second Amended and Restated Promissory Note in the original principal amount of $14,000,000 dated August 14, 2001 made and delivered by the Company to the Lender, and nothing contained herein or in the Fifth Amendment to the Credit Agreement dated as of November 26, 2001, shall be construed (a) to deem paid or forgiven the unpaid principal balance of, or unpaid accrued interest on, said Promissory Note outstanding at the time of their renewal and replacement by this Note, or (b) to release, cancel, terminate or otherwise adversely affect all or any part of any lien, mortgage, deed of trust, assignment, security interest or other encumbrance heretofore granted to or for the benefit of the payee of said Promissory Note. Terms defined in the Credit Agreement are used herein with their defined meanings therein unless otherwise defined herein. This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of Illinois applicable to contracts made and to be performed entirely within such State. HEADS & THREADS INTERNATIONAL LLC BY: ----------------------------------- ITS: ---------------------------- EXHIBIT 1 SECOND AMENDED AND RESTATED PROMISSORY NOTE $14,000,000 NOVEMBER 26, 2001 FOR VALUE RECEIVED, the undersigned, HEADS & THREADS INTERNATIONAL LLC, a Delaware limited liability company (the "Company"), hereby promises to pay to the order of AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO (the "Lender"), the principal sum of Fourteen Million and 00/100 Dollars ($14,000,000.00) or, if less, the aggregate unpaid principal amount of all sums advanced by the Lender to the Company pursuant to the Credit Agreement, dated as of April 3, 2000 and amended by First Amendment dated April 3, 2000, a Second Amendment dated November 27, 2000, a Third Amendment dated March 19, 2001, a Fourth Amendment dated August 14, 2001 and a Fifth Amendment dated November 26, 2001 (such Credit Agreement, as it may be further amended, restated, supplemented or otherwise modified from time to time, being hereinafter called the "Credit Agreement"), among the Company, the Lender, the other banks parties thereto, and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, as agent for the Lenders, on the dates and in the amounts provided in the Credit Agreement (except to the extent sums advanced with respect to Facility Letters of Credit are reimbursed to the Lender by any other Lender (as defined in the Credit Agreement) pursuant to the Credit Agreement). The Company further promises to pay interest on the unpaid principal amount of the Loans (except for the undrawn portions of any Facility Letters of Credit), evidenced hereby from time to time at the rates, on the dates, and otherwise as provided in the Credit Agreement. The Lender shall, and is hereby authorized to, record on to endorse the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date on which each Loan is made, the maturity date therefor and amount each payment of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS with respect thereto on the schedules annexed hereto and made a part hereof, or on continuations thereof which shall be attached hereto and made a part hereof; provided, that any failure to endorse such information on such schedule or continuation thereof shall not in any manner affect any obligation of the Company under the Credit Agreement and this Second Amended and Restated Promissory Note (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSthe "Note"). This Note is one of the Notes issued pursuant toreferred to in, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "which Credit Agreement"), among Borrowerother things, contains provisions for acceleration of the banks named therein maturity hereof upon the happening of certain stated events and NationsBank also for prepayments on account of Texas, N.A., Administrative Agent, principal hereof prior to which Agreement reference is hereby made for a statement of the maturity hereof upon the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, or otherwise modified from time to time, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent"), and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:therein specified.
Appears in 1 contract
of the Credit Agreement. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. This Note is one of the Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the All terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with shall have the meanings attributed given to them in the Credit Agreement. GCI HOLDINGSThe Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, INCnotice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE HOLDING B.V. By: Its------------------------------------ Name: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Title: Amount of Loan (as applicable, in Dollars or Amount of Interest Amount Unpaid Balance Notation Date Advance Period Paid Balance Alternative Currency) Payment Outstanding By ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made ------------------------- --------- ----------- -------- REVOLVING CREDIT NOTE $1,000,000 For value received, MICRO WAREHOUSE DENMARK APS, a corporation organized under the laws of the Kingdom of Denmark (the "Borrower"), hereby promises to pay to the Amended order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of One Million Dollars ($1,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and Resated in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the manner provided in said Credit Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower under the Credit Agreement referred to below, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other time), endorsed by the Lender on the schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Revolving Credit Note and the Credit Agreement referred to below. This is one of the Revolving Credit Notes referred to in that certain Credit Agreement dated as of November July 25, 1997, 1995 (as amended, restated, amended or otherwise modified supplemented from time to time, the "Credit Agreement") among GCI HoldingsMicro Warehouse, Inc., an Alaskan corporation the Borrower, each of the other Subsidiaries of Micro Warehouse, Inc. (each of the foregoing entities other than the Borrower, the "BorrowerGuarantors"), NationsBank each of Texas, N.A., as the lenders which is signatory thereto (including the Lender) and the Administrative Agent (and evidences the "Administrative Agent")Revolving Credit Loans made by the Lender to the Borrower thereunder which shall, and the Lenders parties thereto. Terms defined in the Credit Agreement are used herein with the same meaning. ("Assignor") and ("Assignee") agree as follows:the
Appears in 1 contract
of the Credit Agreement. The Lender shall, Borrower shall pay the accrued and is hereby authorized to, record unpaid interest on the schedule unpaid principal balance of this Note as set forth in section 2.3 of the Credit Agreement. The Borrower shall pay the principal balance of this Note as set forth on Schedule 1 attached hereto, commencing on , and on the last Business Day of each month thereafter. Unless sooner paid in full, the outstanding principal balance of this Note together with all accrued and unpaid interest thereon shall be paid in full on the earlier of (a) , , and (b) the Maturity Date (as defined in the Credit Agreement). All payments shall be made in immediately available funds at the principal office of the Bank at its office set forth in section 2.7 of the Credit Agreement. The holder of this Note may, from time to time, designate in writing such other place of payment as it may select. The provisions hereof shall be binding upon the heirs, legal representatives, successors and assigns of the Borrower, and shall inure to the benefit of the Bank, its legal representatives, successors and assigns. The relationship between the undersigned and the Bank is solely that of borrower and lender, and nothing contained herein shall in any manner be construed as making such parties joint venturers or to otherwise record partners or as comprising any other relationship other than borrower and lender. Time and exactitude of each of the terms, conditions and provisions herein are expressly made the essence of this Note and all instruments securing the same. This Note shall be governed by and construed in accordance with its usual practice, the date and amount internal laws of each Advance and the date and amount State of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSWisconsin. This Note is one of the Notes issued by the Borrower pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated that certain Credit Agreement dated as of November , 1997, the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"”), NationsBank of Texas, N.A., by and among the Loan Parties (as Administrative Agent (the "Administrative Agent"), defined therein) and the Lenders parties theretoBank. Terms defined in Reference is made to the Credit Agreement are used herein for rights and obligations as to prepayment and acceleration of maturity. The Borrower waives presentment for payment, notice of dishonor, presentment, notice of protest, protest and all diligence of collection. The undersigned agrees to pay all costs of collection, including reasonable attorneys’ fees as set forth in section 9.3 of the Credit Agreement. ORION ASSET MANAGEMENT, LLC By: Name: Title: JPMorgan Chase Bank, N.A. 00000 Xxxxxxx Xxxxx Suite 400 Waukesha, WI 53186 Attention: Xxxxxxx X. Xxxxxxx, Vice President Dear Sir or Madam: This Certificate is furnished to you pursuant to Section 5.1(c) of the Credit Agreement (the “Agreement”) dated as of , 2011 by and among the Loan Parties and you (the “Bank”) concurrently with the same meaning. ("Assignor"delivery of the financial statements required pursuant to Sections 5.1(a) and ("Assignee") agree 5.1(b), as followsapplicable, of the Agreement. Capitalized terms not otherwise defined in this Certificate have the meanings assigned in the Agreement. The Loan Parties Representative hereby certifies to the Bank that:
Appears in 1 contract
of the Credit Agreement. The Lender shallExcept as specifically provided by the Credit Agreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and is hereby authorized toany other notice of any kind. No failure to exercise, record and no delay in exercising, any rights hereunder on the schedule attached hereto, or to otherwise record in accordance with its usual practice, part of the date and amount holder of each Advance and the date and amount this Swingline Note shall operate as a waiver of each principal payment hereundersuch rights. THIS SWINGLINE NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT NEW YORK. THIS SWINGLINE NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSTRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. This Note is one of the Notes issued pursuant toADDITIONALLY, and is entitled to the benefits ofTHIS SWINGLINE NOTE AND THE LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, the Credit AgreementCONTEMPORANEOUS, dated as of August 1, 1997 (as amended, restated or otherwise modified and in effect from time to time, the "Credit Agreement"), among Borrower, the banks named therein and NationsBank of Texas, N.A., Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INCOR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. By: ItsName: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Title: Reference is made to the Amended and Resated that certain 5-Year Revolving Credit Agreement dated as of November October 2, 1997, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "“Credit Agreement") ”), among GCI HoldingsDIAMOND OFFSHORE DRILLING, Inc.INC., an Alaskan a Delaware corporation (the "Borrower"“Parent”), NationsBank of TexasDIAMOND FOREIGN ASSET COMPANY, N.A.a Cayman Islands exempted company (the “Foreign Borrower” and, together with the Parent, the “Borrowers” and each individually a “Borrower”), the lenders from time to time party thereto, the issuing banks party thereto, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swingline Lender. Pursuant to the provisions of Section 2.17(g) of the Credit Agreement, the undersigned Lender hereby certifies that (i) it is the "sole record and beneficial owner of the Loan(s) (as well as any Note(s) and other Loan Documents evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of either Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iv) the undersigned Lender is not a “controlled foreign corporation” related to either Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned Lender has furnished the Administrative Agent and the Parent with a certificate of its non-United States Person status on IRS Form W-8BEN or Form W-8BEN-E, as applicable. By executing this certificate, the undersigned Lender agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Parent and the Administrative Agent"), and (2) the Lenders parties theretoundersigned shall have at all times furnished the Parent and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Terms Unless otherwise defined herein, terms defined in the Credit Agreement are and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] [IF LENDER IS DRE, NAME OF TAX OWNER] By: Name: Title: Date: ________ __, 20[ ] Reference is made to that certain 5-Year Revolving Credit Agreement dated as of October 2, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DIAMOND OFFSHORE DRILLING, INC., a Delaware corporation (“Parent”), DIAMOND FOREIGN ASSET COMPANY, a Cayman Islands exempted company (the “Foreign Borrower” and, together with the same meaningParent, the “Borrowers” and each individually a “Borrower”), the lenders from time to time party thereto, the issuing banks party thereto, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swingline Lender. Pursuant to the provisions of Section 2.17(g) of the Credit Agreement, the undersigned Participant hereby certifies that ("Assignor"i) it is the sole record and beneficial owner of the participation for United States federal income Tax purposes in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of either Borrower within the meaning of Section 881(c)(3)(B) of the Code, and ("Assignee"iv) agree it is not a “controlled foreign corporation” related to either Borrower as follows:described in Section 881(c)(3)(C) of the Code. The undersigned Participant has furnished the participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: [NAME OF TAX OWNER, IF PARTICIPANT IS A DRE] By: Name: Title: Date: Reference is made to that certain 5-Year Revolving Credit Agreement dated as of October 2, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DIAMOND OFFSHORE DRILLING, INC., a Delaware corporation (“Parent”), DIAMOND FOREIGN ASSET COMPANY, a Cayman Islands exempted company (the “Foreign Borrower” and, together with the Parent, the “Borrowers” and each individually a “Borrower”), the lenders from time to time party thereto, the issuing banks party thereto, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swingline Lender. Pursuant to the provisions of Section 2.17(g) of the Credit Agreement, the undersigned Participant hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned Participant nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of either Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to either Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned Participant has furnished the participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: [NAME OF TAX OWNER, IF PARTICIPANT IS A DRE] By: Name: Title: Date: Reference is made to that certain 5-Year Revolving Credit Agreement dated as of October 2, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DIAMOND OFFSHORE DRILLING, INC., a Delaware corporation (“Parent”), DIAMOND FOREIGN ASSET COMPANY, a Cayman Islands exempted company (the “Foreign Borrower” and, together with the Parent, the “Borrowers” and each individually a “Borrower”), the lenders from time to time party thereto, the issuing banks party thereto, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swingline Lender. Pursuant to the provisions of Section 2.17(g) of the Credit Agreement, the undersigned Lender hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned Lender nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of either Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to either Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned Lender has furnished the Administrative Agent and the Parent with IRS Form W-8IMY accompanied by one of the following forms from each of its direct and indirect partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Parent and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Parent and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: [NAME OF TAX OWNER, IF PARTICIPANT IS A DRE] By: Name: Title: Date: FOR THE QUARTERLY PERIOD FROM , 20__ TO , 20__ This certificate dated as of ______________, _______ is prepared pursuant to the 5-Year Revolving Credit Agreement dated as of October 2, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Diamond Offshore Drilling, Inc., a Delaware corporation (“Parent”), Diamond Foreign Asset Company, a Cayman Islands exempted company (the “Foreign Borrower” and, together with Parent, the “Borrowers”), the lenders from time to time party thereto, the issuing banks party thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent and Swingline Lender. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The undersigned Financial Officer of the Parent hereby certifies to the Lender Parties that [(a) no Default or Event of Default has occurred during the fiscal quarterly period specified above or during a prior period if such Default has not been included on a previous Compliance Certificate1, (b) no change in GAAP or in the application thereof affecting the Borrowers has occurred since the date of the audited financial statements referred to in Section 3.04 of the Credit Agreement2, and (c)]3 as of the date hereof, the following amounts and calculations were true and correct: For [the fiscal quarter/year ended]3 [ , 20__ ] (the “Statement Date”) As of the Statement Date
Appears in 1 contract
Samples: 5 Year Revolving Credit Agreement (Diamond Offshore Drilling, Inc.)
of the Credit Agreement. The Lender shallExcept as specifically provided by the Credit Agreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and is hereby authorized toany other notice of any kind. No failure to exercise, record and no delay in exercising, any rights hereunder on the schedule attached hereto, or to otherwise record in accordance with its usual practice, part of the date and amount holder of each Advance and the date and amount this Swingline Note shall operate as a waiver of each principal payment hereundersuch rights. THIS SWINGLINE NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT NEW YORK. THIS SWINGLINE NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSTRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. This Note is one of ADDITIONALLY, THIS SWINGLINE NOTE AND THE LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. By: Name: Title: xxx.xxxxxxxxxxx.xxx FIRM and AFFILIATE OFFICES NEW YORK LONDON SINGAPORE PHILADELPHIA CHICAGO WASHINGTON, DC SAN FRANCISCO SAN DIEGO BOSTON HOUSTON LOS ANGELES HANOI HO CHI MINH CITY ATLANTA BALTIMORE WILMINGTON MIAMI PITTSBURGH NEWARK LAS VEGAS CHERRY HILL BOCA RATON LAKE TAHOE MEXICO CITY ALLIANCE WITH MIRANDA & XXXXXXXXX National Association, as Administrative Agent September 28, 2012 To the Notes issued pursuant to, and is entitled Lender Parties party to the benefits ofCredit Agreement referred to below, including Xxxxx Fargo Bank, Ladies and Gentlemen: We have acted as counsel to Diamond Offshore Drilling, Inc., a Delaware corporation (the “Company”) in connection with the transactions contemplated by the 5-Year Revolving Credit Agreement, dated as of August 1September 28, 1997 2012 (as amended, restated or otherwise modified and in effect from time to time, the "“Credit Agreement"”), among Borrowerthe several lenders party thereto (the “Lenders”), the banks named therein and NationsBank of TexasIssuing Banks party thereto, N.A.Xxxxx Fargo Bank, Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, or otherwise modified from time to time, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A.National Association, as Administrative Agent (in such capacity, the "“Administrative Agent")”) and as Swingline Lender, and the Lenders parties theretoCompany, as Borrower. Terms Capitalized terms defined in the Credit Agreement and used (but not otherwise defined) herein are used herein as so defined. For purposes of rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (a) the Credit Agreement, the Notes issued by the Company on the date hereof and the Fee Letters (collectively, the “Specified Loan Documents”), (b) the Certificate of Incorporation of the Company certified by the Secretary of State of the State of Delaware and the Amended and Restated By-Laws of the Company, as amended to date (collectively, the “Organizational Documents”), (c) a certificate of an officer of the Company delivered pursuant to Section 4.01(e) of the Credit Agreement, (d) a certificate of the secretary of the Company attesting to, among other matters: (i) the absence of any amendment to the Certificate of Incorporation of the Company, or of any proceedings therefor since the date of the certification referred in clause (b) above; (ii) the Amended and Restated By-Laws of the Company; (iii) resolutions adopted by the Executive Committee of the Board of Directors of the Company; and (iv) the incumbency of certain persons; and (e) a certificate of good standing of the Company from the Secretary of State of the State of Delaware, a certificate of fact of the Company from the Secretary of State of the State of Texas, and a certificate of account status of the Company from the Texas Comptroller of Public Accounts, copies of each of which are attached as Schedule I hereto (collectively, the “Good Standing Certificates”). We have also examined such other certificates of public officials, such other certificates of officers of the Company and such other records, agreements, documents and instruments as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. XXXXX XXXXXX LLP 0000 XXXX XXX XXXXXXXXX, XXXXX 000 XXXXXXX, XX 00000-0000 PHONE: +0 000 000 0000 FAX: +0 000 000 0000 To the Lender Parties party to the Credit Agreement, including Xxxxx Fargo Bank, National Association, as Administrative Agent September 28, 2012 In such examination, we have assumed: (i) the genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as certified, conformed or other copies and the authenticity of the originals of such documents, (v) that all records and other information made available to us by the Company on which we have relied are complete in all material respects, (vi) that there are no fees, charges, benefits or other compensation that has been or will be paid, directly or indirectly to any Lender or for any Lender’s benefit, except as specified in the Loan Documents, (vii) that there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (viii) that the conduct of the parties has complied with the same meaning. ("Assignor") requirements of good faith, fair dealing and conscionability and ("Assignee"ix) agree that each Lender Party has acted in good faith and without notice of any defense against the enforcement of any right created by the Loan Documents. As to all questions of fact material to these opinions, we (a) have relied solely upon the above-referenced certificates or comparable documents and upon the representations and warranties contained in the Loan Documents and other documents delivered pursuant thereto, (b) have not performed or had performed any independent research of public records and (c) have assumed that certificates of or other comparable documents from public officials dated prior to the date hereof remain accurate as follows:of the date hereof. Except as expressly set forth in this Opinion, we have not undertaken any independent investigation, examination or inquiry to confirm or determine the existence or absence of facts, searched the books or records of the Company, searched any internal files, court files, public records, or other information, collected or examined or reviewed any communications, instruments, agreements, documents, financial statements or tax filings, minutes, records or liens.
Appears in 1 contract
Samples: 5 Year Revolving Credit Agreement (Diamond Offshore Drilling Inc)
of the Credit Agreement. The Lender shallThis Note may not at any time be endorsed to, or to the order of, bearer. This promissory note shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, WYNDHAM DESTINATIONS, INC., as the Borrower By: Name: Title: $ Dated , 20 FOR VALUE RECEIVED, Wyndham Destinations, Inc., a Delaware corporation (the “Borrower”), HEREBY PROMISES TO PAY [ ] or its registered assigns (the “Lender”) for the account of its Applicable Lending Office the principal amount of the Term Loan on the dates and in the amounts specified in the Credit Agreement owing to the Lender by the Borrower pursuant to the Credit Agreement dated as of May 31, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein, unless otherwise defined herein, being used herein as therein defined), among the Borrower, Bank of America, N.A. (“Bank of America”), as Administrative Agent and Collateral Agent, each L/C Issuer and each Lender from time to time party thereto. The Borrower promises to pay interest on the unpaid principal amount of the Term Loan from the date of such Term Loan until such principal amount is hereby authorized topaid in full, record at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to Bank of America, as Administrative Agent, at such office and in the manner specified in the Credit Agreement. The Term Loan owing to the Lender by Borrower and the maturity thereof, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the schedule attached hereto, which is part of this promissory note; provided, however, that the failure of the Lender to make any such recordation or to otherwise record in accordance with its usual practice, endorsement shall not affect the date and amount Obligations of each Advance and the date and amount of each principal payment hereunder. THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF TEXAS BUT GIVING EFFECT TO THE FEDERAL LAWS APPLICABLE TO NATIONAL BANKSBorrower under this promissory note. This Note promissory note is one of the Notes issued pursuant toreferred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, dated as among other things, (i) provides for the making of August 1, 1997 (as amended, restated or otherwise modified and the Term Loan by the Lender to the Borrower in effect from time an amount not to timeexceed the U.S. dollar amount first above mentioned, the "Credit Agreement")indebtedness of the Borrower resulting from such Term Loan being evidenced by this promissory note, among Borrower, and (ii) contains provisions for acceleration of the banks named therein maturity hereof upon the happening of certain stated events and NationsBank also for prepayments on account of Texas, N.A., Administrative Agent, principal hereof prior to which Agreement reference is hereby made for a statement of the maturity hereof upon the terms and conditions therein specified. The Obligations of the Borrower are under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein promissory note and not otherwise defined herein are used with the meanings attributed to them in the Credit Agreement. GCI HOLDINGS, INC. By: Its: SCHEDULE OF ADVANCES AND PAYMENTS OF PRINCIPAL TO NOTE OF GCI HOLDINGS, INC DATED Principal Maturity Principal Amount of of Interest Amount Unpaid Date Advance Period Paid Balance ---- ------- ------ ---- ------- 88001 0100.0269 EXHIBIT B ASSIGNMENT AND ACCEPTANCE Dated Reference is made to the Amended and Resated Credit Agreement dated as of November , 1997, (as amended, restated, or otherwise modified from time to time, the "Credit Agreement") among GCI Holdings, Inc., an Alaskan corporation (the "Borrower"), NationsBank of Texas, N.A., as Administrative Agent (the "Administrative Agent")other Loan Documents, and the Lenders parties thereto. Terms defined Obligations of the other Loan Parties under the Loan Documents, are secured by the Collateral as provided in the Credit Agreement are used herein with the same meaningLoan Documents. ("Assignor") The Borrower, for itself, its successors and ("Assignee") agree as follows:assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this promissory note.
Appears in 1 contract
