Permitted Payments and Transactions. 86 Schedule I List of Addresses for Notices; Lending Offices; Commitment Amounts Schedule II Pricing and Commitment Fee Grid Schedule 3.5 Existing Letters of Credit Schedule 5.11 Taxes Schedule 5.12 Subsidiaries Schedule 5.13 Fee and Leased Properties Schedule 5.15(b) UCC Filing Offices Schedule 5.16 Trademarks and Copyrights Schedule 8.1(a) Existing Indebtedness Schedule 8.2(h) Existing Liens Schedule 8.3(d) Existing Contingent Obligations EXHIBITS EXHIBIT A Form of Revolving Credit Note EXHIBIT B [Intentionally Omitted] EXHIBIT C Form of Swing Line Note EXHIBIT D Form of Assignment and Acceptance EXHIBIT E-1 Form of Company Security Agreement EXHIBIT E-2 Form of Subsidiary Security Agreement EXHIBIT F Form of Subsidiary Guarantee EXHIBIT G-1 Form of Company Pledge Agreement EXHIBIT G-2 Form of Subsidiary Pledge Agreement EXHIBIT H Form of L/C Participation Certificate EXHIBIT I Form of Swing Line Loan Participation Certificate EXHIBIT J Form of Subsection 4.11(d)(2) Certificate EXHIBIT K [Intentionally Omitted] EXHIBIT L-1 Form of Company Closing Certificate EXHIBIT L-2 Form of Subsidiaries Closing Certificate EXHIBIT M Form of Mortgage CREDIT AGREEMENT, dated as of June 17, 1997, as amended and restated as of September 3, 1999 (this "AGREEMENT"), among FALCON BUILDING PRODUCTS, INC., a Delaware corporation (the "COMPANY"), the several lenders from time to time parties hereto (the "LENDERS"), CHASE SECURITIES INC. ("CSI"), as lead arranger and book manager (the "ARRANGER"), BANKERS TRUST COMPANY, as documentation agent (in such capacity, the "DOCUMENTATION AGENT"), and THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE AGENT").
Permitted Payments and Transactions. Notwithstanding any ----------------------------------- provision to the contrary contained in this Agreement, the Company and its Subsidiaries shall be permitted to pay fees and expenses pursuant to or in respect of, the following agreements, and, in the case of clauses (a) and (d) below, to engage in the following transactions: (a)(i) the Agreement for Management and Advisory Services, between Investcorp International, Inc. ("III") --- and AcquisitionCo dated as of August 11, 1998, (ii) the Loan Financing Advisory Agreement between III and AcquisitionCo dated as of Xxxxxx 00, 0000, (xxx) the Equity Placement Fee Letter between Investcorp and AcquisitionCo dated August 11, 1998, (iv) the Standby Commitment Agreement between AcquisitionCo and Invifin S.A. dated as of August 11, 1998 and (v) the Merger Agreement; (b) agreements with any Person or Persons providing for the payment of customary fees in connection with serving as a director of the Company or any Subsidiary of the Company; (c) agreements providing for the payment of commercially reasonable fees in connection with any permitted financing, refinancing, sale, transfer, sale and leaseback or other permitted disposition of any assets of the Company or its Subsidiaries; (d) the borrowing of any Indebtedness to the extent, and upon the terms and conditions, the same is expressly permitted under subsection 7.1; and (e) agreements providing for commercially reasonable fees in connection with any permitted purchase or acquisition of stock or assets by the Company or any of its Subsidiaries.
Permitted Payments and Transactions. Notwithstanding any provision to the contrary contained in this Agreement, the Borrowers and their Subsidiaries shall be permitted to make payments (including fees and expenses) pursuant to or in respect of, the following agreements, and, in the case of clauses (a), (d), (e) (f) (g) and (h) below, to engage in the following transactions: (a) (i) the Agreement for Management and Advisory Services, between Investcorp International, Inc. (“III”) and the U.S. Borrower dated as of January 8, 1999, (ii) the Loan Financing Advisory Agreement between III and the U.S. Borrower dated as of January 8, 1999, (iii) the Agreement for Management and Advisory Services between Investcorp Management Services Limited (“IMSL”) and HubCo dated as of January 8, 1999, (iv) the Mergers and Acquisitions Advisory Agreement between IMSL and HubCo dated as of January 8, 1999 and (v) the Marketing Services Agreement, and (vi) the R&D Services Agreements and (vii) the Agreement for Management Advisory, Strategic Planning and Consulting Services between III and the U.S. Borrower dated as of October 1, 2005; (b) agreements with any Person or Persons providing for the payment of customary fees in connection with serving as a director of the Bermuda Borrower or any of its Subsidiaries; (c) agreements providing for the payment of commercially reasonable fees in connection with any permitted financing, refinancing, sale, transfer, sale and leaseback or other permitted disposition of any assets of the Bermuda Borrower or any of its Subsidiaries; (d) the borrowing of any Indebtedness to the extent, and upon the terms and conditions, the same is expressly permitted under subsection 8.1; (e) agreements providing for commercially reasonable fees in connection with any permitted purchase or acquisition of stock or assets by the Bermuda Borrower or any of its Subsidiaries; (f) the Refinancing; (g) the Corporate Restructuring; and (h) a Qualifying Disposition and payments and dividends made in connection with the consummation of a Qualifying Disposition, including payments and dividends made from cash on the balance sheet of the Borrowers and their Subsidiaries (provided however that payments and dividends shall be made from such cash only if the chief financial officer of the Borrowers has made a determination in good faith that there would be sufficient liquidity after giving effect thereto) and/or the proceeds of any Incremental Term Loans, and including transaction bonus payments to employees an...
Permitted Payments and Transactions. Notwithstanding any provision to the contrary contained in this Agreement, the Company and its Subsidiaries shall be permitted to make payments (including fees and expenses) pursuant to or in respect of, the following agreements, and, in the case of clauses (a) and (c) below, to engage in the following transactions: (a) agreements with any Person or Persons providing for the payment of customary fees in connection with serving as a director of the Company or any Subsidiary of the Company; (b) agreements providing for the payment of commercially reasonable fees in connection with any permitted financing, refinancing, sale, transfer, sale and leaseback or other permitted disposition of any assets of the Company or its Subsidiaries; (c) the borrowing of any Indebtedness to the extent, and upon the terms and conditions, the same is expressly permitted under subsection 8.1; and (d) agreements providing for commercially reasonable fees in connection with any permitted purchase or acquisition of stock or assets by the Company or any of its Subsidiaries.
Permitted Payments and Transactions. Notwithstanding any provision to the contrary contained in this Agreement, the Company and its Subsidiaries shall be permitted to pay fees and expenses pursuant to or in respect of, the following agreements, and, in the case of clauses (a) and (d) below, to engage in the following transactions: (a)(i) the Agreement for Management Advisory, Strategic Planning and Consulting Services between Investcorp International, Inc. ("III") and the Company dated as of October 30, 1996, (ii) the Financing Advisory Agreement between III and the Company dated as of October 30, 1996, (iii) the Letter Agreement relating to Mergers and Acquisitions Advisory Services between III and the Company dated October 30, 1996, (iv) the Senior Debt Standby Commitment Agreement between the Company and Invifin S.A. dated as of October 30, 1996, (v) the Merger Agreement and (vi) dividends set forth on Schedule 5.1(b) hereto; (b) agreements with any Person or Persons providing for the payment of customary fees in connection with serving as a director of the Company or any Subsidiary of the Company; (c) agreements providing for the payment of commercially reasonable fees in connection with any permitted 100 financing, refinancing, sale, transfer, sale and leaseback or other permitted disposition of any assets of the Company or its Subsidiaries; (d) the borrowing of any Indebtedness to the extent, and upon the terms and conditions, the same is expressly permitted under subsection 8.1; and (e) agreements providing for commercially reasonable fees in connection with any permitted purchase or acquisition of stock or assets by the Company or any of its Subsidiaries.
Permitted Payments and Transactions. Notwithstanding any provision to the contrary contained in this Agreement, the Company and its Subsidiaries shall be permitted to pay fees and expenses pursuant to or in respect of, the following agreements, and, in the case of clauses (a) and (d) below, to engage in the following transactions: (a) (i) the Real Estate Financing Agreement, (ii) the Asset Purchase Agreement between the Company and Big Wheel, dated as of May 17, 1999, and (iii) the Stock Purchase Agreement; (b) agreements with any Person or Persons providing for the payment of customary fees in connection with serving as a director of the Company or any Subsidiary of the Company; (c) agreements providing for the payment of commercially reasonable fees in connection with any permitted financing, refinancing, sale, transfer, sale and leaseback or other permitted disposition of any stock or assets of the Company or its Subsidiaries; (d) the borrowing of any Indebtedness to the extent, and upon the terms and conditions, the same is expressly permitted under subsection 8.1; and (e) agreements providing for commercially reasonable fees in connection with any permitted purchase or acquisition of assets by the Company or any of its Subsidiaries. 94
Permitted Payments and Transactions. Notwithstanding any ----------------------------------- provision to the contrary contained in this Agreement, the Company and its Subsidiaries shall be permitted to make payments (including fees and expenses) pursuant to or in respect of, the following agreements, and, in the case of clauses (a) and (d) below, to engage in the following transactions: (a) (i) the Agreement for Management and Advisory Services, between Investcorp International, Inc. ("III") and the Company dated as of May 10, 2000, (ii) the --- Loan Financing Advisory Agreement between III and the Company dated as of December 28, 1999 and (iii) the Merger Agreement; (b) agreements with any Person or Persons providing for the payment of customary fees in connection with serving as a director of the Company or any of its Subsidiaries; (c) agreements providing for the payment of commercially reasonable fees in connection with any permitted financing, refinancing, sale, transfer, sale and leaseback or other permitted disposition of any assets of the Company of any of its Subsidiaries; (d) the borrowing of any Indebtedness to the extent, and upon the terms and conditions, the same is expressly permitted under subsection 8.1; (e) agreements providing for commercially reasonable fees in connection with any permitted purchase or acquisition of stock or assets by the Company or any of its Subsidiaries; and (f) agreements relating to the payment of $2,500,000 in fees to certain members of the Company's management in connection with the provision of transition services to the Company subsequent to the Merger, as more fully described in the Offering Memorandum.
Permitted Payments and Transactions. Notwithstanding any provision to the contrary contained in this Agreement, the Company and its Subsidiaries shall be permitted to pay fees and expenses pursuant to or in respect of, the following agreements, and, in the case of clauses (a) and (d) below, to engage in the following transactions: (a) (i) the Financing Advisory Agreement, dated as of October 8, 1997 between Investcorp International Inc. and the Company, (ii) the Agreement For Management Advisory, Strategic Planning and Consulting Services, dated as of November 24, 1997 among Investcorp International Inc. and the Company; (iii) the Stand-By Commitment Letter, dated as of November 19, 1997, between Invifin, S.A. and the Company and (iv) the Recapitalization Agreement; (b) agreements with any Person or Persons providing for the payment of customary fees in connection with serving as a director of the Company or any Subsidiary of the Company; (c) agreements providing for the payment of commercially reasonable fees in connection with any permitted financing, refinancing, sale, transfer, sale and leaseback or other permitted disposition of any assets of the Company or its Subsidiaries; (d) the borrowing of any Indebtedness to the extent, and upon the terms and conditions, the same is expressly permitted under subsection 9.1; and (e) agreements providing for commercially reasonable fees in connection with any permitted purchase or acquisition of stock or assets by the Company or any of its Subsidiaries.
Permitted Payments and Transactions. Notwithstanding any provision to the contrary contained in this Agreement, the Company and its Subsidiaries shall be permitted to pay fees and expenses pursuant to or in respect of, the following agreements, and, in the case of clauses (a) and (d) below, to engage in the following transactions: (a)(i) the Management Advisory, Strategic Planning and Consulting Services Agreement between Investcorp International, Inc. and the Company, (ii) the Stock Purchase Agreement and the exhibits and schedules thereto, (iii) the Real Estate Financing Agreement, (iv) Indebtedness payable to Transatlantic Finance, Ltd. in the aggregate amount of $16.5 million, (v) payments made under the equity participation program resulting from the Acquisition and Financings, (vi) the Equity Placement Fee Agreement between Holdings and Investcorp Bank E.C., and (vii) the Acquisition Fee Agreement between Holdings and TG Investments, Ltd., (b) agreements with any Person or Persons providing for the payment of customary fees in connection with serving as a director of the Company or any Subsidiary of the Company; (c) agreements providing for the payment of commercially reasonable fees in connection with any permitted financing, refinancing, sale, transfer, sale and leaseback or other permitted disposition of any stock or assets of the Company or its Subsidiaries; (d) the borrowing of any Indebtedness to the extent, and upon the terms and conditions, the same is expressly permitted under subsection 8.1; and (e) agreements providing for commercially reasonable fees in connection with any permitted purchase or acquisition of assets by the Company or any of its Subsidiaries. 97 92
Permitted Payments and Transactions. Notwithstanding any provision to the contrary contained in this Agreement, the Company and its Subsidiaries shall be permitted to pay fees and expenses pursuant to or in respect of, the following agreements, and, in the case of clauses (a) and (d) below, to engage in the following transactions: (a) (i) the Real Estate Financing Agreement and (ii) the Asset Purchase Agreement; (b) agreements with any Person or Persons providing for the payment of customary fees in connection with serving as a director of the Company or any Subsidiary of the Company; (c) agreements providing for the payment of commercially reasonable fees in connection with any permitted financing, refinancing, sale, transfer, sale and leaseback or other permitted disposition of any stock or assets of the Company or its Subsidiaries; (d) the borrowing of any Indebtedness to the extent, and upon the terms and conditions, the same is expressly permitted under subsection 8.1; and (e) agreements providing for commercially reasonable fees in connection with any permitted purchase or acquisition of assets by the Company or any of its Subsidiaries. 99
