PROCESSING AND RECORDATION FEES. The Administrative Agent will charge a processing and recordation fee (an "Assignment Fee") in the amount of $3,500 for each assignment; provided, however, that in the event of two or more concurrent assignments to members of the same Assignee Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or two or more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), the Assignment Fee will be $3,500 plus the amount set forth below: Each additional concurrent assignment or suballocation to a member of such Assignee Group (or from a member of such Assignee Group, as applicable) $500 To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Fifth Amended and Restated Credit Agreement, dated as of December 17, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Core Laboratories N.V., a Netherlands limited liability company and Core Laboratories LP, a Delaware limited partnership (each herein called a "Borrower" and collectively called the "Borrowers"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The [Name of Borrower] hereby requests, on behalf of itself (select one): [Missing Graphic Reference] A Borrowing of Committed Loans [Missing Graphic Reference] A conversion or continuation of Loans
Appears in 2 contracts
Samples: Credit Agreement (Core Laboratories N V), Credit Agreement (Core Laboratories N V)
PROCESSING AND RECORDATION FEES. The Administrative Agent will charge a processing and recordation fee (an "“Assignment Fee"”) in the amount of $3,500 for each assignment; provided, however, that in the event of two or more concurrent assignments to members of the same Assignee Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or two or more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), the Assignment Fee will be $3,500 plus the amount set forth below: Each additional concurrent assignment or suballocation to a member of such Assignee Group (or from a member of such Assignee Group, as applicable) $$ 500 SCHEDULE 11.06, Processing and Recordation Fees – Solo Page To: The Bank of America, N.A.Nova Scotia, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Fifth Amended and Restated Credit Agreement, dated as of December 1727, 2010 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "“Agreement;" ” the terms defined therein being used herein as therein defined), among Core Laboratories N.V., a Netherlands limited liability company and Core Laboratories LPGulfport Energy Corporation, a Delaware limited partnership corporation (each herein called a "the “Borrower" and collectively called the "Borrowers"”), the Lenders from time to time party thereto, and The Bank of America, N.A.Nova Scotia, as Administrative Agent, Agent and L/C Issuer and Swing Line LenderIssuer. The [Name of Borrower] undersigned hereby requests, on behalf of itself requests (select one): [Missing Graphic Reference] ¨ A Borrowing of Committed Loans [Missing Graphic Reference] ¨ A conversion or continuation of Loans
Appears in 1 contract
PROCESSING AND RECORDATION FEES. The Administrative Agent will charge a processing and recordation fee (an "“Assignment Fee"”) in the amount of $3,500 2,500 for each assignment; provided, however, that in the event of two or more concurrent assignments to members of the same Assignee Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or two or more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), the Assignment Fee will be $3,500 2,500 plus the amount set forth below: Each additional concurrent assignment or suballocation to a member of such Assignee Group (or from a member of such Assignee Group, as applicable) $$ 500 Date: , _____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Fifth Amended and Restated Credit Agreement, dated as of December 17November 21, 2010 2006 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "“Agreement;" ” the terms defined therein being used herein as therein defined), among Core Laboratories N.V.Riata Energy, Inc. (d/b/a SxxxXxxxx Energy, Inc.), a Netherlands limited liability company and Core Laboratories LP, a Delaware limited partnership Texas corporation (each herein called a "the “Borrower" and collectively called the "Borrowers"”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The [Name of Borrower] undersigned hereby requests, on behalf of itself requests (select one): [Missing Graphic Reference] o A Borrowing of Committed Loans [Missing Graphic Reference] o A conversion or continuation of Loans
1. On (a Business Day).
2. In the amount of $ . .
3. Comprised of . .
4. For Eurodollar Rate Loans: with an Interest Period of _____________ months. The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement. (d/b/a SxxxXxxxx Energy, Inc.) By: Name: Title: Date: , _____ To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 21, 2006 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Riata Energy, Inc. (d/b/a SxxxXxxxx Energy, Inc.), a Texas corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The undersigned hereby requests a Swing Line Loan:
1. On (a Business Day).
2. In the amount of $ . . The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. (d/b/a SxxxXxxxx Energy, Inc.) By: Name: Title: FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 21, 2006 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits 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 Agreement, 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 Agreement. Loans 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, amount and maturity of its Loans and payments with respect thereto. The 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 SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (d/b/a SxxxXxxxx Energy, Inc.) By: Name: Title: To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 21, 2006 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Riata Energy, Inc. (d/b/a SxxxXxxxx Energy, Inc.), a Texas corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 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 Administrative Agent on the behalf of the Borrower, and that:
1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.
1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present, in all material respects, the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.
2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements.
3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and [to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.] [the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]
4. The representations and warranties of the Borrower contained in Article V of the Agreement, and any representations and warranties of any Loan Party that are contained in any document furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.
5. The financial covenant analyses and information set forth on Schedules 2 and 3 attached hereto are true and accurate on and as of the date of this Certificate.
Appears in 1 contract
PROCESSING AND RECORDATION FEES. The Administrative Agent will charge a processing and recordation fee (an "Assignment Fee") in the amount of $3,500 for each assignment; provided, however, that in the event of two or more concurrent assignments to members of the same Assignee Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or two or more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), the Assignment Fee will be $3,500 plus the amount set forth below: Each additional concurrent assignment or suballocation to a member of such Assignee Group (or from a member of such Assignee Group, as applicable) $500 FORM OF COMMITTED LOAN NOTICE To: :Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Fifth Second Amended and Restated Revolving Credit Agreement, dated as of December 17March 30, 2010 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Core Laboratories N.V.Hasbro, Inc., a Netherlands limited liability company and Core Laboratories LPRhode Island corporation (the "Company"), Hasbro SA, a Delaware limited partnership corporation organized under the laws of Switzerland and wholly owned subsidiary of the Company (each herein called a the "Designated Borrower" and collectively called ", together with the Company, the "Borrowers"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The [Name of Company] [Designated Borrower] hereby requests, on behalf of itself (select one): [Missing Graphic Reference] ____ A Borrowing of Committed Loans [Missing Graphic Reference] A Loans____A conversion or continuation of ofCommitted Loans
Appears in 1 contract
PROCESSING AND RECORDATION FEES. The Administrative applicable Agent will charge a processing and recordation fee (an "“Assignment Fee"”) in the amount of $3,500 for each assignment; provided, however, that in the event of two or more concurrent assignments to members of the same Assignee Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or two or more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), the Assignment Fee will be $3,500 2,500 plus the amount set forth below: Each additional concurrent assignment or suballocation to a member of such Assignee Group (or from a member of such Assignee Group, as applicable) $$ 500 To: Bank of America, N.A., as Administrative U.S. Funding Agent Ladies and Gentlemen: Reference is made to that certain Fifth Amended and Restated the Global Senior Credit Agreement, dated as of December 17October 6, 2010 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "“Agreement;" ” the terms defined therein being used herein as therein defined), among Core Laboratories N.V.ProLogis (the “Company”), a Netherlands limited liability company and Core Laboratories LP, a Delaware limited partnership (each herein called a "Borrower" and collectively called the "Borrowers")certain Affiliate Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Global Administrative Agent, Collateral Agent, U.S. Funding Agent, U.S. Swing Line Lender, and a U.S. L/C Issuer Issuer, Bank of America, N.A., acting through its Canada branch, as Canadian Funding Agent and a Canadian L/C Issuer, ABN AMRO Bank N.V., as Global Syndication Agent, Euro Funding Agent, Euro Swing Line Lender, and a Euro L/C Issuer, and Sumitomo Mitsui Banking Corporation, as Yen Funding Agent, KRW Funding Agent, and a Yen L/C Issuer. The [Name of Borrower] Borrower listed below hereby requests, on behalf of itself requests (select one): [Missing Graphic Reference] o A U.S. Committed Borrowing of U.S. Committed Loans [Missing Graphic Reference] Loans. o A conversion or continuation of LoansU.S. Committed Loans that currently are [currency and Type of existing U.S. Committed Loans to be converted or continued][with an Interest Period ending on ___.]
Appears in 1 contract
PROCESSING AND RECORDATION FEES. The Administrative Agent will charge a processing and recordation fee (an "“Assignment Fee"”) in the amount of $3,500 [***] for each assignment; provided, however, that in the event of two or more concurrent assignments to members of the same Assignee Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or two or more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), the Assignment Fee will be $3,500 [***] plus the amount set forth below: First four concurrent assignments or suballocations to members of an Assignee Group (or from members of an Assignee Group, as applicable) [***] Each additional concurrent assignment or suballocation to a member of such Assignee Group (or from a member of such Assignee Group, as applicable) $500 [***] * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Schedule 10.06 To: Bank of AmericaCitibank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Fifth Amended and Restated Credit Agreement, dated as of December 17[_____ ], 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "“Agreement;" ”; the terms defined therein being used herein as therein defined), among Core Laboratories N.V.Alaska Airlines, a Netherlands limited liability company and Core Laboratories LPInc., a Delaware limited partnership (each herein called a "Borrower" and collectively called the "Borrowers")an Alaska corporation, the Lenders from time to time party thereto, and Bank of AmericaCitibank, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The [Name of Borrower] undersigned hereby requests, on behalf of itself requests (select one): [Missing Graphic Reference] A Borrowing of Committed Loans [Missing Graphic Reference] A conversion or continuation of Loans
Appears in 1 contract
PROCESSING AND RECORDATION FEES. The Administrative Agent will charge a processing and recordation fee (an "“Assignment Fee"”) in the amount of $3,500 2,500 for each assignment; provided, however, that in the event of two or more concurrent assignments to members of the same Assignee Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or two or more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), the Assignment Fee will be $3,500 2,500 plus the amount set forth below: Each additional concurrent assignment or suballocation suballocations to a member of such Assignee Group (or from a member of such Assignee Group, as applicable) $$ 500 To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Fifth Amended and Restated Credit Agreement, dated as of December 17September 15, 2010 2006 (as further amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "“Agreement;" ” the terms defined therein being used herein as therein defined), among Core Laboratories N.V.KKR Financial Corp., a Netherlands limited liability company and Core Laboratories LPKKR TRS Holdings, a Delaware limited partnership (each herein called a "Borrower" and collectively called the "Borrowers")Inc., KKR TRS Holdings, Ltd., the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative AgentAgent and Swingline Lender, L/C Issuer and Swing Line LenderJPMorgan Chase Bank, N.A. and Citigroup Global Markets Inc., as Syndication Agents. The [Name of Borrower] undersigned hereby requests, on behalf of itself requests (select one): [Missing Graphic Reference] o A Borrowing of Committed Revolving Loans [Missing Graphic Reference] o A conversion or continuation of LoansLoans o In or o Not in connection with the purchase of an Eligible Specified Financial Asset.
Appears in 1 contract
PROCESSING AND RECORDATION FEES. The Administrative Agent will charge a processing and recordation fee (an "Assignment Fee") in the amount of $3,500 2,500 for each assignment; provided, however, that in the event of two or more concurrent assignments to members of the same Assignee Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or two or more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), the Assignment Fee will be $3,500 2,500 plus the amount set forth below: TRANSACTION ASSIGNMENT FEE First four concurrent assignments or suballocations -0- to members of an Assignee Group (or from members of an Assignee Group, as applicable) Each additional concurrent assignment or $500 suballocation to a member of such Assignee Group (or from a member of such Assignee Group, as applicable) $500 119 EXHIBIT A FORM OF COMMITTED LOAN NOTICE Date: ___________, ____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Fifth Amended and Restated Credit Agreement, dated as of December 17November 8, 2010 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Core Laboratories N.V.Schnitzer Steel Industries, a Netherlands limited liability company and Core Laboratories LPInc., a Delaware limited partnership an Oregon corporation (each herein called a the "Borrower" and collectively called the "Borrowers"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The [Name of Borrower] Borrower hereby requests, on behalf of itself requests (select one): [Missing Graphic Reference[ ] A Borrowing of Committed Loans [Missing Graphic Reference[ ] A conversion or continuation of Loans
Appears in 1 contract
PROCESSING AND RECORDATION FEES. The Administrative Agent will charge a processing and recordation fee (an "“Assignment Fee"”) in the amount of $3,500 2,500 for each assignment; provided, however, that there shall be no Assignment Fee for any assignment to an Affiliate of the assigning Lender; and provided, further, that in the event of two or more concurrent assignments to members of the same Assignee Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or two or more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), the Assignment Fee will be $3,500 2,500 plus the amount set forth below: Each additional concurrent assignment or suballocation to a member of such Assignee Group (or from a member of such Assignee Group, as applicable) $$ 500 To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Fifth Amended and Restated Credit Agreement, dated as of December 17February 14, 2010 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "“Agreement;" ” the terms defined therein being used herein as therein defined), among Core Laboratories N.V.Shurgard Storage Centers, Inc., a Netherlands limited liability company and Core Laboratories LP, a Delaware limited partnership Washington corporation (each herein called a "the “Borrower" and collectively called the "Borrowers"”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The [Name of Borrower] undersigned hereby requests, on behalf of itself requests (select one): [Missing Graphic Reference] ¨ A Borrowing of Committed Revolving Loans [Missing Graphic Reference] ¨ A conversion or continuation of Revolving Loans ¨ A Borrowing of Term Loans ¨ A conversion or continuation of Term Loans
Appears in 1 contract
PROCESSING AND RECORDATION FEES. The Administrative Agent will charge a processing and recordation fee (an "“Assignment Fee"”) in the amount of $3,500 for each assignment; provided, however, that in the event of two or more concurrent assignments to members of the same Assignee Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or two or more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), the Assignment Fee will be $3,500 plus the amount set forth below: Each additional concurrent assignment or suballocation to a member of such Assignee Group (or from a member of such Assignee Group, as applicable) $500 To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Fifth Amended and Restated Revolving Credit Agreement, dated as of December 17October 25, 2010 2012 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "“Agreement;" ” the terms defined therein being used herein as therein defined), among Core Laboratories N.V.Hasbro, Inc., a Netherlands limited liability company and Core Laboratories LPRhode Island corporation (the “Company”), Hasbro SA, a Delaware limited partnership corporation organized under the laws of Switzerland and wholly owned subsidiary of the Company (each herein called a "the “Designated Borrower" and collectively called ”, together with the "Company, the “Borrowers"”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The [Name of Company] [Designated Borrower] hereby requests, on behalf of itself (select one): [Missing Graphic Reference] ____ A Borrowing of Committed Loans [Missing Graphic Reference] ____ A conversion or continuation of Committed Loans
Appears in 1 contract
PROCESSING AND RECORDATION FEES. The Administrative Agent will charge a processing and recordation fee (an "“Assignment Fee"”) in the amount of $3,500 2,500 for each assignment; provided, however, that in the event of two or more concurrent assignments to members of the same Assignee Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or two or more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), the Assignment Fee will be $3,500 2,500 plus the amount set forth below: Each additional concurrent assignment or suballocation to a member of such Assignee Group (or from a member of such Assignee Group, as applicable) $500 Date: , 20 To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Fifth Amended and Restated Credit Agreement, dated as of December 17October 14, 2010 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "“Agreement;" ” the terms defined therein being used herein as therein defined), among Core Laboratories N.V.Precision Castparts Corp., a Netherlands limited liability company and Core Laboratories LP, a Delaware limited partnership an Oregon corporation (each herein called a "the “Borrower" and collectively called the "Borrowers"”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The [Name of Borrower] undersigned hereby requests, on behalf of itself requests (select one): [Missing Graphic Reference] ¨ A Borrowing of Committed Revolving Loans [Missing Graphic Reference] ¨ A conversion or continuation of Revolving Loans
Appears in 1 contract
PROCESSING AND RECORDATION FEES. The Administrative Agent will charge a processing and recordation fee (an "“Assignment Fee"”) in the amount of $3,500 for each assignment; provided, however, that in the event of two or more concurrent assignments to members of the same Assignee Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or two or more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), the Assignment Fee will be $3,500 plus the amount set forth below: Each additional concurrent assignment or suballocation to a member of such Assignee Group (or from a member of such Assignee Group, as applicable) $$ 500 Date: , To: Bank of AmericaWxxxx Fargo Bank, N.A.National Association, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Fifth Amended and Restated Credit Agreement, dated as of December 17May 12, 2010 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "“Agreement;" ” the terms defined therein being used herein as therein defined), among Core Laboratories N.V.Grant Prideco, a Netherlands limited liability company and Core Laboratories LPInc. (the “Company”), a Delaware limited partnership (each herein called a "Borrower" and collectively called the "Borrowers")Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A.N.A. as Syndication Agent, Wxxxx Fargo Bank, National Association as Administrative Agent, US Swing Line Lender, and an L/C Issuer and Issuer, HSBC Bank plc as UK Swing Line LenderLender and an L/C Issuer, and Deutsche Bank Securities Inc., as Documentation Agent. The [Name of Borrower] Grant Prideco, L.P. hereby requests, on behalf of itself or, if applicable, the Company or other Designated Borrower referenced in item 6 below (the “Applicable Borrower”) (select one): [Missing Graphic Reference] A Borrowing of Committed Loans [Missing Graphic Reference] A conversion or continuation of Loans):
Appears in 1 contract
Samples: Credit Agreement (Grant Prideco Inc)
PROCESSING AND RECORDATION FEES. The Administrative Agent will charge a processing and recordation fee (an "“Assignment Fee"”) in the amount of $3,500 2,500 for each assignment; provided, however, that in the event of two or more concurrent assignments to members of the same Assignee Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or two or more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), the Assignment Fee will be $3,500 2,500 plus the amount set forth below: Each additional concurrent assignment or suballocation to a member of such Assignee Group (or from a member of such Assignee Group, as applicable) $500 Date: , _____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Fifth Amended and Restated Credit Agreement, dated as of December 17November 21, 2010 2006 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "“Agreement;" ” the terms defined therein being used herein as therein defined), among Core Laboratories N.V.Riata Energy, Inc. (d/b/a SxxxXxxxx Energy, Inc.), a Netherlands limited liability company and Core Laboratories LP, a Delaware limited partnership Texas corporation (each herein called a "the “Borrower" and collectively called the "Borrowers"”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The [Name of Borrower] undersigned hereby requests, on behalf of itself requests (select one): [Missing Graphic Reference] o A Borrowing of Committed Loans [Missing Graphic Reference] o A conversion or continuation of Loans
1. On (a Business Day).
2. In the amount of $ .
3. Comprised of . [Type of Committed Loan requested]
4. For Eurodollar Rate Loans: with an Interest Period of months. The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement. (d/b/a SxxxXxxxx Energy, Inc.) By: Name: Title: Date: , _____ To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 21, 2006 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Riata Energy, Inc. (d/b/a SxxxXxxxx Energy, Inc.), a Texas corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The undersigned hereby requests a Swing Line Loan:
1. On (a Business Day).
2. In the amount of $ . The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. (d/b/a SxxxXxxxx Energy, Inc.) By: Name: Title: FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 21, 2006 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits 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 Agreement, 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 Agreement. Loans 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, amount and maturity of its Loans and payments with respect thereto. The 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 SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. (d/b/a SxxxXxxxx Energy, Inc.) By: Name: Title: To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of November 21, 2006 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Riata Energy, Inc. (d/b/a SxxxXxxxx Energy, Inc.), a Texas corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 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 Administrative Agent on the behalf of the Borrower, and that:
1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.
1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present, in all material respects, the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.
2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements.
3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and [to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.] [the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]
4. The representations and warranties of the Borrower contained in Article V of the Agreement, and any representations and warranties of any Loan Party that are contained in any document furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.
5. The financial covenant analyses and information set forth on Schedules 2 and 3 attached hereto are true and accurate on and as of the date of this Certificate.
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