ORIGINAL GUARANTORS. T. XXXXXX COAL COMPANY, INC. ALEX ENERGY, INC. ARACOMA COAL COMPANY, INC. BANDMILL COAL CORPORATION BANDYTOWN COAL COMPANY BARNABUS LAND COMPANY BELFRY COAL CORPORATION BEN CREEK COAL COMPANY BIG BEAR MINING COMPANY BLACK KING MINE DEVELOPMENT CO. XXXXX EAST DEVELOPMENT CO. XXXXX ENERGY COMPANY XXXXX WEST DEVELOPMENT CO. CENTRAL PENN ENERGY COMPANY, INC. CENTRAL WEST VIRGINIA ENERGY COMPANY CERES LAND COMPANY CLEAR FORK COAL COMPANY CRYSTAL FUELS COMPANY DEHUE COAL COMPANY DELBARTON MINING COMPANY DEMETER LAND COMPANY XXXXXXX POCAHONTAS COAL CORPORATION DRIH CORPORATION DUCHESS COAL COMPANY EAGLE ENERGY, INC. ELK RUN COAL COMPANY, INC. XXXXXXXXX ENERGY COMPANY GOALS COAL COMPANY GREEN VALLEY COAL COMPANY GREYEAGLE COAL COMPANY XXXXX FARMS, INC. XXXXX LAND COMPANY, LLC (by ALEX ENERGY, INC., its Manager) HAZY RIDGE COAL COMPANY HIGHLAND MINING COMPANY XXXXXXX CREEK COAL COMPANY INDEPENDENCE COAL COMPANY, INC. JACKS BRANCH COAL COMPANY JOBONER COAL COMPANY KANAWHA ENERGY COMPANY XXXX CREEK COAL CORPORATION LAUREN LAND COMPANY LAXARE, INC. XXXXX COUNTY MINE SERVICES, INC. LONG FORK COAL COMPANY XXXX XXXXXX COAL COMPANY, INC. MAJESTIC MINING, INC. MARFORK COAL COMPANY, INC. XXXXXX COUNTY COAL CORPORATION XXXXXX COAL SALES COMPANY, INC. XXXXXX GAS & OIL COMPANY NEW MARKET LAND COMPANY NEW RIDGE MINING COMPANY NEW RIVER ENERGY CORPORATION NICCO CORPORATION XXXXXXXX ENERGY COMPANY OMAR MINING COMPANY PEERLESS EAGLE COAL CO. PERFORMANCE COAL COMPANY XXXXX XXXX MINING COMPANY PILGRIM MINING COMPANY, INC. POWER MOUNTAIN COAL COMPANY RAVEN RESOURCES, INC. XXXX SALES & PROCESSING CO. ROSTRAVER ENERGY COMPANY ROAD FORK DEVELOPMENT COMPANY, INC. XXXXXXXX-XXXXXXXX COAL COMPANY RUM CREEK COAL SALES, INC. XXXXXXX FORK COAL COMPANY SC COAL CORPORATION SCARLET DEVELOPMENT COMPANY XXXXXXX-POCAHONTAS COAL CORPORATION SHENANDOAH CAPITAL MANAGEMENT CORP. XXXXXX COAL COMPANY, INC. SPARTAN MINING COMPANY XXXXXXX COAL COMPANY STONE MINING COMPANY SUPPORT MINING COMPANY SYCAMORE FUELS, INC. T.C.H. COAL CO. TALON LOADOUT COMPANY TENNESSEE CONSOLIDATED COAL COMPANY TENNESSEE ENERGY CORP. THUNDER MINING COMPANY TOWN CREEK COAL COMPANY TRACE CREEK COAL COMPANY TUCSON LIMITED LIABILITY COMPANY, (by: ALEX ENERGY, INC., its Manager) VANTAGE MINING COMPANY WEST KENTUCKY ENERGY COMPANY WHITE BUCK COAL COMPANY XXXXXXXX MOUNTAIN COAL COMPANY WYOMAC COAL COMPANY, INC. JST MINING COMPANY JST LAND COMPANY CUMBERLAND RESOURCES CORPORATION XXXXXX RIVER RESOURCES JST RESOURCES LLC ALLIANCE COAL CORP...
ORIGINAL GUARANTORS. U.S. Guarantors
1. ASAP Software Express, Inc.
2. BTOP USA Corp.
3. BTOPI Holding (U.S.)
4. Xxxxxxxx Swaps, Inc.
5. Corporate Express Document & Print Management, Inc.
6. Corporate Express Office Products, Inc.
7. CE Philadelphia Real Estate, Inc.
8. Corporate Express Promotional Marketing, Inc.
9. Corporate Express Real Estate, Inc.
10. Corporate Express of Texas, Inc.
11. Corporate Express, Inc.
12. License Technologies Group, Inc.
13. Xxxxx Labels, Inc.
1. Xxxxxxxx Financieringen B.V.
2. Xxxxxxxx Fined B.V.
3. Xxxxxxxx N.V.
4. Xxxxxxxx II B.V.
5. Xxxxxxxx International B.V.
6. Xxxxxxxx Nederland B.V.
7. Xxxxxxxx Nederland Holding B.V.
8. Tetterode-Nederland B.V.
9. Veenman B.V. (formerly known as Corporate Express Document Automatisering B.V.)
10. Xxxxxxxx Office Products Nederland B.V. Xxxxxxxx Europcenter N.V. Xxxxxxxx Luxembourg S.A.R.L. SCHEDULE 2 FORM OF TRANSFER CERTIFICATE To: Deutsche Bank AG London as Agent This Deed of Transfer and Accession (being the “Transfer Certficate” referred to in the Facilities Agreement referred to below) relates to:
(a) the senior facilities agreement (as from time to time amended, varied, novated or supplemented, the “Facilities Agreement”) dated 23 December 2003 whereby certain facilities in a maximum aggregate amount of €730,000,000 were made available to Xxxxxxxx US Inc. as Borrower under the guarantee of the Guarantors, by a group of banks and other financial institutions on whose behalf Deutsche Bank AG London acted as Agent in connection therewith; and
(b) the intercreditor deed (as from time to time, amended, varied, novated or supplemented, the “Intercreditor Deed”) dated 23 December 2003 between, inter alios, the Parent, the Borrower, the Agent, the Security Trustee, the Lenders as senior lenders, the Original Obligors as original obligors, the Intergroup Creditors named therein as intergroup creditors and the Intergroup Debtors named therein as intergroup debtors.
1. Terms defined in the Facilities Agreement and/or, as the case may be, Intercreditor Deed shall, subject to any contrary indication, have the same meanings in this Deed of Transfer and Accession. The terms “Lender”, “Transferee”, “Lender’s Participation” and “Portion Transferred” are defined in the Schedule to this Deed of Transfer and Accession.
2. The Lender:
(a) confirms that the details in the Schedule to this Deed of Transfer and Accession are an accurate summary of the Lender’s participation in the Facilities Agreement (and, if relevant,...
ORIGINAL GUARANTORS. The Entities listed in Part 1 (The Original Obligors) of Schedule 1 (The Original Parties) as original guarantors Name Sprott Private Resource Lending II (Collector-2), LP as mandated lead arranger and bookrunner Corporation number 1000142548 Address [***] Email [***] Attention [***]
ORIGINAL GUARANTORS. ORIGINAL GUARANTOR
ORIGINAL GUARANTORS. Each Guarantor makes the following representations and warranties on the date of this Agreement:
(a) it is a corporation, limited liability company or limited partnership, duly incorporated or formed and validly existing under the laws of its jurisdiction of incorporation or formation (as the case may be) and has the power to own its assets and carry on its business as it is being conducted;
(b) the entry into and performance by it of this Agreement and the transactions contemplated hereby, do not and will not violate:
(i) any law or regulation applicable to it;
(ii) its constitutional documents; or
(iii) any agreement or instrument binding upon it or any of its assets;
(c) it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement and the transactions contemplated hereby; and
(d) subject to matters which are usually set out as qualifications or reservations as to matters of law of general application in legal opinions, the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations.
ORIGINAL GUARANTORS. Demag Cranes AG
ORIGINAL GUARANTORS. SIGNED by Xxxxxx Xxxxxx ) /s/ Xxxxxx Xxxxxx for and on behalf of ) LIKIEP SHIPPING COMPANY INC. ) in the presence of: ) /s/ Xxxxxxxxx Veniou Xxxxxxxxx Veniou SIGNED by Xxxxxx Xxxxxx ) /s/ Xxxxxx Xxxxxx for and on behalf of ) MEJIT SHIPPING COMPANY INC. ) in the presence of: ) /s/ Xxxxxxxxx Veniou Xxxxxxxxx Veniou SIGNED by Xxxxxx Xxxxxx ) /s/ Xxxxxx Xxxxxx for and on behalf of ) MICRONESIA SHIPPING COMPANY INC. ) in the presence of: ) /s/ Xxxxxxxxx Xxxxxx Xxxxxxxxx Xxxxxx SIGNED by Xxxxxx Xxxxxx ) /s/ Xxxxxx Xxxxxx for and on behalf of ) RONGERIK SHIPPING COMPANY INC. ) in the presence of: ) /s/ Xxxxxxxxx Veniou Xxxxxxxxx Veniou SIGNED by Xxxxxx Xxxxxx ) /s/ Xxxxxx Xxxxxx for and on behalf of ) UTIRIK SHIPPING COMPANY INC. ) in the presence of: ) /s/ Xxxxxxxxx Veniou Xxxxxxxxx Veniou
ORIGINAL GUARANTORS. Xxxxxx Xxxxxx
ORIGINAL GUARANTORS. UTi South Africa 0 Xxxxxx Xxxx Xxxxxxxxxxx 0000 Telefax No.: +0000 000 0000 Attention: Xxxxxx XxXxxx with a duplicate copy to: UTi Worldwide 000 Xxxxxxxxx Xxxxx 0000 Xxxx Xxxxx XX 00000 XXX Telefax No.: 1 562 552 9489 Attention: Xxxxxxxx Xxxxxxx
ORIGINAL GUARANTORS. Part I - Banks and Tranche A Commitments 100 Part 2 - Banks and Tranche B Commitments 101 3. Conditions Precedent 102 Part 1 - Documents to be delivered before the First Request 102 Part 2 - To be satisfied prior to each Tranche B Loan 107 Part 3 - To be delivered by an Additional Obligor 108 4. Calculation of the MLA Cost 111 5. Requests 113 Part 1 - Form of Loan Request 113 Part 2 - Form of Bank Guarantee Request 114 6. Forms of Accession Documents 115 Part 1 - Novation Certificate 115 Part 2 - Obligor Accession Agreement 117 7. Part 1 - ANOCF Multiple or Tranche B Leverage Ratio 118 Part 2 - Coverage of Bank Debt Loan Charges 119 Part 3 - Cash Interest Cover 120 Part 4 - EBITDA Covenant 121 8. Build Milestones 122 9. Form of Financial Covenant Certificate 124 Part 1 - Auditor's format 124 Part 2 - Borrower's format 126 Signatories 128
