PROCESSING AND RECORDATION FEES. The Administrative Agent will charge a processing and recordation fee (an “Assignment Fee”) in the amount of $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), the Assignment Fee will be $2,500 plus the amount set forth below: First four assignments or suballocations to members of Assignee Group -0- Each additional assignment or suballocation to a member of Assignee Group $ 500 Reference is made to the Credit Agreement dated as of July 25, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among ADESA, INC., a Delaware corporation (“Borrower”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in Article I of the Credit Agreement), the Lenders, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and Collateral Agent, and the other agents party thereto. Upon execution and delivery of this Lender Addendum by the parties hereto as provided in Section 10.18 of the Credit Agreement, the undersigned hereby becomes a Lender thereunder having the Commitment set forth in Schedule 1 hereto, effective as of the Closing Date. THIS LENDER ADDENDUM SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. This Lender Addendum may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page hereof by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.
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Samples: Credit Agreement (Adesa Inc)
PROCESSING AND RECORDATION FEES. The Administrative Agent will charge a processing and recordation fee (an “Assignment Fee”) in the amount of $2,500 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 the same 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 Assignee Fee will be $2,500 3,500 plus the amount set forth below: First four assignments or suballocations to members of Assignee Group -0- Each additional concurrent assignment or suballocation to a member of such Assignee Group (or from a member of such Assignee Group, as applicable) $ 500 Reference is 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 Credit Agreement Borrower under that certain Bridge Loan Agreement, dated as of July 25August 1, 2005 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders and other agents from time to time party thereto, and Banc of America Bridge LLC, as Administrative Agent. 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. 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 Bridge 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. 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. COPANO ENERGY, L.L.C. 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 Bridge Loan Agreement, dated as of August 1, 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 ADESAthe Borrower, INC.the Lenders and other agents from time to time party thereto, and Banc of America Bridge LLC, as Administrative Agent. 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. 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 Rollover 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. 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. COPANO ENERGY, L.L.C. By: Name: Title: To: Banc of America Bridge LLC, as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Bridge Loan Agreement, dated as of August 1, 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 COPANO ENERGY, L.L.C., a Delaware corporation limited liability company (the “Borrower”), the Subsidiary Guarantors (such term Lenders from time to time party thereto, and each other capitalized term used but not defined herein having the meaning given it in Article I Banc of the Credit Agreement), the Lenders, BANK OF AMERICA, N.A.America Bridge LLC, as Administrative Agent, Swing Line Lender, L/C Issuer and Collateral Agent, and the other agents party thereto. Upon execution and delivery of this Lender Addendum by the parties hereto as provided in Section 10.18 of the Credit Agreement, the The undersigned Responsible Officer hereby becomes a Lender thereunder having the Commitment set forth in Schedule 1 hereto, effective certifies as of the Closing Date. THIS LENDER ADDENDUM SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. This Lender Addendum may be executed by one or more date hereof that he/she is the of the parties hereto on any number of separate counterpartsBorrower, and all that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of said counterparts taken together shall be deemed to constitute one the Borrower, and the same instrument. Delivery of an executed signature page hereof by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.that: [Use following paragraph 1 for fiscal year-end financial statements]
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PROCESSING AND RECORDATION FEES. The Administrative Agent will charge a processing and recordation fee (an “"Assignment Fee”") in the amount of $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 $2,500 [***] plus the amount set forth below: TRANSACTION ASSIGNMENT FEE First four concurrent assignments or suballocations to members of an [***] Assignee Group -0- (or from members of an Assignee Group, as applicable) Each additional concurrent assignment or suballocation to a member of such [***] Assignee Group $ 500 (or from a member of such Assignee Group, as applicable) * 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. EXHIBIT A FORM OF LOAN NOTICE Date: ___________, _____ To: Bank of America, N.A., as Agent Ladies and Gentlemen: Reference is made to the that certain Credit Agreement Agreement, dated as of July 25[___________, 2005 _____] (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit "Agreement”) ;" the terms defined therein being used herein as therein defined), among ADESA[____________________________, INC., a Delaware corporation A __________________] (“the "Borrower”"), the Subsidiary Guarantors (such term Lenders from time to time party thereto, and each other capitalized term used but not defined herein having the meaning given it in Article I Bank of the Credit Agreement), the Lenders, BANK OF AMERICAAmerica, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and Collateral Agent, and the other agents party thereto. Upon execution and delivery of this Lender Addendum by the parties hereto as provided in Section 10.18 of the Credit Agreement, the The undersigned hereby becomes a Lender thereunder having the Commitment set forth in Schedule 1 hereto, effective as requests (select one): - A Borrowing Loans - A conversion or continuation of the Closing Date. THIS LENDER ADDENDUM SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. This Lender Addendum may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page hereof by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.Loans
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PROCESSING AND RECORDATION FEES. The Administrative Agent will charge a processing and recordation fee (an “"Assignment Fee”") in the amount of $2,500 for each assignment; provided, however, provided 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 $2,500 plus the amount set forth below: Transaction Assignment Fee First four concurrent assignments or suballocations -0- to members of an Assignee Group -0- (or from members of an Assignee Group, as applicable) Each additional concurrent assignment or $500 suballocation to a member of such Assignee Group $ 500 (or from a member of such Assignee Group, as applicable) EXHIBIT A FORM OF COMMITTED LOAN NOTICE Date: ___________, _____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to the that certain Credit Agreement Agreement, dated as of July 25February 2, 2005 2007 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit "Agreement”) ;" the terms defined therein being used herein as therein defined), among ADESAXxxx Wiley & Sons, INC.Inc., a Delaware New York corporation (“Borrower”the "Company"), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in Article I of the Credit Agreement)Designated Borrowers from time to time party thereto, the LendersLenders from time to time party thereto, BANK OF AMERICAand Bank of America, N.A., as Administrative Agent, Agent and Swing Line Lender. The Company hereby requests, L/C Issuer and Collateral Agenton behalf of itself or, and the other agents party thereto. Upon execution and delivery of this Lender Addendum by the parties hereto as provided in Section 10.18 of the Credit Agreementif applicable, the undersigned hereby becomes a Lender thereunder having Designated Borrower referenced in item 6 below (the Commitment set forth in Schedule 1 hereto, effective as "Applicable Designated Borrower") (select one): | | A Borrowing of the Closing Date. THIS LENDER ADDENDUM SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. This Lender Addendum may be executed by one [U.S. Revolving Credit] [Multinational Revolving Credit] [Term] Loans | | A conversion or more continuation of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page hereof by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.[U.S. Revolving Credit] [Multinational Revolving Credit] [Term] Loans
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PROCESSING AND RECORDATION FEES. The Administrative Agent will charge a processing and recordation fee (an “Assignment Fee”) in the amount of $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 $2,500 plus the amount set forth below: Transaction Assignment Fee First four concurrent assignments or suballocations -0- to members of an Assignee Group -0- (or from members of an Assignee Group, as applicable) Each additional concurrent assignment or $500 suballocation to a member of such Assignee Group $ 500 (or from a member of such Assignee Group, as applicable) To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to the that certain Credit Agreement Agreement, dated as of July 25September 29, 2005 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) ;” the terms defined therein being used herein as therein defined), among ADESA, INC.Xxxxxx Corporation, a Delaware corporation (the “BorrowerCompany”) and Designated Subsidiaries of the Company (collectively, together with the Company, the “Borrowers”), the Subsidiary Guarantors (such term Lenders from time to time party thereto, and each other capitalized term used but not defined herein having the meaning given it in Article I Bank of the Credit Agreement), the Lenders, BANK OF AMERICAAmerica, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer and Collateral Agent, and the other agents party theretoSwing Line Lender. Upon execution and delivery of this Lender Addendum by the parties hereto as provided in Section 10.18 of the Credit Agreement, the The undersigned hereby becomes a Lender thereunder having the Commitment set forth in Schedule 1 hereto, effective as requests (select one): |_| A Borrowing of the Closing Date. THIS LENDER ADDENDUM SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. This Lender Addendum may be executed by one Committed Loans |_| A conversion or more continuation of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page hereof by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.Loans
Appears in 1 contract
Samples: Credit Agreement (Andrew Corp)
PROCESSING AND RECORDATION FEES. The Administrative Agent will charge a processing and recordation fee (an “"Assignment Fee”") in the amount of $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 $2,500 plus the amount set forth below: Transaction Assignment Fee First four concurrent assignments or suballocations -0- to members of an Assignee Group -0- (or from members of an Assignee Group, as applicable) Each additional concurrent assignment or $500 suballocation to a member of such Assignee Group $ 500 (or from a member of such Assignee Group, as applicable) EXHIBIT A FORM OF COMMITTED LOAN NOTICE Date: ___________, _____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to the that certain Amended and Restated Credit Agreement Agreement, dated as of July 2518, 2005 2005; (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit "Agreement”) ;" the terms defined therein being used herein as therein defined), among ADESACEC Entertainment Concepts, INC.L.P., a Delaware corporation Texas limited partnership (“the "Borrower”"), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in Article I CEC Entertainment, Inc., as a Guarantor, Bank of the Credit Agreement), the Lenders, BANK OF AMERICAAmerica, N.A., as Administrative Agent, Swing Line Lender, Agent and L/C Issuer Issuer, Banc of America Securities LLC, as Sole Lead Arranger and Collateral Sole Bank Manager, JPMorgan Chase Bank, N.A., as Syndication Agent and SunTrust Bank, as Documentation Agent, and the other agents Lenders from time to time party thereto. Upon execution and delivery of this Lender Addendum by the parties hereto as provided in Section 10.18 of the Credit Agreement, the The undersigned hereby becomes requests (select one): A Borrowing of Committed Loans A conversion or continuation of Loans --- ---
1. On (a Lender thereunder having Business Day). -------------------------
2. In the Commitment set forth in Schedule 1 hereto, effective as amount of the Closing Date$ . THIS LENDER ADDENDUM SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. This Lender Addendum may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page hereof by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.-----------------
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