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 Certificate” 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. (a) If a Facility C Advance is made in accordance with the terms of this Agreement and the Additional Guarantee Shareholder Approval is obtained, the Borrowers' Agent shall promptly (and in any case within 7 Business Days of the date the Additional Guarantee Shareholder Approval is obtained) deliver to the Facility Agent a copy of the Additional Guarantee Shareholder Approval, certified by an authorised signatory of the Borrowers' Agent as correct, and a certificate of an authorised signatory of each Original Guarantor (signed by a director) confirming that guaranteeing the Total Commitments would not cause any guaranteeing or similar limit binding on such Original Guarantor to be exceeded.
(b) On the date of the Facility Agent's receipt of the Additional Guarantee Shareholder Approval, the Guaranteed Amounts shall automatically, without any further action from any person, include the Facility C Guaranteed Amounts.
ORIGINAL GUARANTORS. Xxxxxx Xxxxxx
ORIGINAL GUARANTORS. XXXXXX.XXX N.V. XXXXXX.XXX INTERNATIONAL B.V. XXXXXX.XXX (CANADA) INC HM AMBER HOLDING CORP. THE TRADER ENTERPRISES INC. XXXXXX.XXX FRANCE S.A. HEBDO MAG EUROPE BV XXXXXX.XXX ARGENTINA HOLDINGS S.R.L. XXXXXX.XXX ARGENTINA SC TRADER SEGUNDAMANO SL XXXXXX.XXX AUSTRALIA HOLDINGS PTY LTD XXXX TIDNINGEN AB HEBDO MAG FINANCE BV PUBLICATIONS D'OCCASION A.D. INC. PRIMEPROTECT INSURANCE SERVICES, INC. PRIMEPROTECT FINANCIAL SERVICES, INC. CANADA COMPUTER PAPER INC. HEBDO MAG (USA) LIMITED TIVANA HOLDING (BC) INC HM ZP HOLDINGS INC. HM MINI HOLDING CORP. THE TRADER'S POST INC. XXXXXX.XXX MANAGEMENT (SERVICES) BV XXXXXX.XXX INC XXXXXX.XXX GROUP B.V. MONTAIGNE VII B.V. TIVANA HOLDING B.V. Address for notices: Xxxxxxxxxxxxxxx 00 0000 XX Xxxxxxxxx Xxx Xxxxxxxxxxx Attention: Ruud Waals/Xxxx van der Meer Fax: 00 00 000 000 0000 with a copy to: 0 Xxx Xxxxxx Xxxxx 00000 Xxxxxx Attention: General Counsel/Chief Financial Officer Fax: 00 00 0 00 00 00 08/00 33 1 53 34 53 03
ORIGINAL GUARANTORS. SIGNED at Randfontein on this the 25th day of May 2022. For and on behalf of AFRICAN RAINBOW MINERAL GOLD LIMITED (AS ORIGINAL GUARANTOR) /s/Xxxxxxx Xxxxxx ____________________________ Signatory: Xxxxxxx Xxxxxx Capacity: Director Who warrants authority hereto /s/Xxxxx Xxxxxxx Xxxxxxxxx ____________________________ Signatory: Xxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxx: Director Who warrants his authority hereto Common Terms Agreememt_Execution SIGNED at Randfontein on this the 25th day of May 2022. For and on behalf of FREEGOLD (HARMONY) PROPRIETARY LIMITED (FORMERLY KNOWN AS ARMGOLD/HARMONY FREEGOLD JOINT VENTURE COMPANY PROPRIETARY LIMITED) (AS ORIGINAL GUARANTOR) /s/Boipelo Pride Lekubo ____________________________ Signatory: Boipelo Pride Lekubo Capacity: Director Who warrants authority hereto /s/Xxxxx Xxxxxxx Xxxxxxxxx ____________________________ Signatory: Xxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxx: Director Who warrants his authority hereto Common Terms Agreememt_Execution SIGNED at Randfontein on this the 25th day of May 2022. For and on behalf of RANDFONTEIN ESTATES LIMITED (AS ORIGINAL GUARANTOR) /s/Boipelo Pride Lekubo ____________________________ Signatory: Boipelo Pride Lekubo Capacity: Director Who warrants authority hereto /s/Xxxxx Xxxxxxx Xxxxxxxxx ____________________________ Signatory: Xxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxx: Director Who warrants his authority hereto Common Terms Agreememt_Execution SIGNED at Randfontein on this the 25th day of May 2022. For and on behalf of AVGOLD LIMITED (AS ORIGINAL GUARANTOR) /s/Xxxxx Xxxxxxx Xxxxxxx ____________________________ Signatory: Xxxxx Xxxxxxx Xxxxxxx Capacity: Director Who warrants authority hereto /s/Xxxxx Xxxxxxx Xxxxxxxxx ____________________________ Signatory: Xxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxx: Director Who warrants his authority hereto Common Terms Agreememt_Execution SIGNED at Randfontein on this the 25th day of May 2022. For and on behalf of HARMONY COPPER LIMITED (AS ORIGINAL GUARANTOR) /s/Boipelo Pride Lekubo ____________________________ Signatory: Boipelo Pride Lekubo Capacity: Director Who warrants authority hereto /s/Xxxxx Xxxxxxx Xxxxxxxxx ____________________________ Signatory: Xxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxx: Director Who warrants his authority hereto Common Terms Agreememt_Execution SIGNED at Randfontein on this the 19th day of May 2022. For and on behalf of HARMONY XXXX XXXXXXXX OPERATIONS PROPRIETARY LIMITED (AS ORIGINAL GUARANTOR) /s/Xxxxxx Xxxxxxx Xxxxx ____________________________ Signatory: Xxx...
ORIGINAL GUARANTORS. Name Reg. No Country of incorporation Conditions Precedent SCHEDULE 2 Conditions Precedent required to be delivered by an Additional Guarantor
