Proposed Transaction. Without any representation or warranty that the following transaction will be consummated, Varistar Corporation and the Parent have informed the Agent and the Banks that they are planning the following transaction (the “Permitted Reorganization”): (a) formation by the Parent of a new subsidiary, Otter Tail Holding Company (“New OTC”), which will be a Minnesota corporation; (b) formation by New OTC of a new subsidiary, Otter Tail Merger Sub (“Merger Sub”), which will be a Minnesota corporation; (c) transfer by the Parent to New OTC by way of assignment or contribution to capital of all Non-Power Company Assets; (d) assumption by New OTC of all liabilities and obligations of the Parent except the following (collectively, the “Power Company Obligations”) (i) those under the Senior Indebtedness Agreements listed on Schedule 12.1 and the Notes described on such Schedule 12.1, and (ii) all liabilities and obligations that pertain to the Parent’s electric generation and transmission business and do not pertain to the operation of the Parent as a holding company (the liabilities and obligations of the Parent other than the Power Company Obligations are called the “OTC-Assumed Liabilities”; provided, that New OTC shall not assume or Guaranty the Power Company Obligations); (e) release of the Parent from the OTC-Assumed Liabilities by each holder thereof; (f) release of Varistar Corporation and its Subsidiaries from any guaranties of Senior Indebtedness Agreements listed on Schedule 12.1 and the Notes described on such Schedule 12.1; (g) exchange of the stock of New OTC for the stock of the Parent, which will be held by New OTC; (h) merger of the Parent with Merger Sub (the “Merger”), where the surviving corporation in the Merger will be the Parent and will have the name Otter Tail Power Company; (i) change of the name of New OTC to Otter Tail Corporation; (j) assumption by New OTC of all of the Borrower Obligations pursuant to the Assumption and Release Agreement and release by the Agent and the Banks of (i) the Parent’s obligations pursuant to the Parent Subordination Agreement and the Parent Negative Pledge pursuant to the Parent Agreement Release, and (ii) all Borrower Obligations of Varistar Corporation pursuant to the Assumption and Release Agreement (which releases shall not release or affect the obligations and liabilities of Varistar Corporation under the New Material Subsidiary Guaranty); and (k) Guaranty by each of New OTC’s Material Subsidiaries (which shall include Varistar Corporation) of the Borrower Obligations, as assumed by New OTC, pursuant to the New Material Subsidiary Guaranty.
Appears in 1 contract
Samples: Credit Agreement (Otter Tail Corp)
Proposed Transaction. Without any representation or warranty that the following transaction will be consummated, Varistar Corporation and the Parent have Borrower has informed the Agent and the Banks that they are it is planning the following transaction (the “Permitted Reorganization”):
(a) formation by the Parent of a new subsidiary, Otter Tail Holding Company (“New OTC”), which will be a Minnesota corporation;
(b) formation by New OTC of a new subsidiary, Otter Tail Merger Sub (“Merger Sub”), which will be a Minnesota corporation;
(c) transfer by the Parent Borrower to New OTC by way of assignment or contribution to capital of all Non-Power Company Assets;
(d) assumption by New OTC of all liabilities and obligations of the Parent Borrower except the following (collectively, the “Power Company Obligations”) (i) those under this Agreement and any Note issued hereunder, (ii) those under the Senior Indebtedness Agreements listed on Schedule 12.1 and the Notes any Note described on such Schedule 12.1, and (iiiii) all liabilities and obligations that pertain to the ParentBorrower’s electric generation and transmission business and do not pertain to the operation of the Parent Borrower as a holding company (the such liabilities and obligations of the Parent other than the Power Company Obligations those described in (i), (ii) and (iii) hereof are called the “OTC-Assumed Liabilities”; provided, that New OTC shall not assume or Guaranty the Power Company Obligations);
(e) release of the Parent Borrower from the OTC-Assumed Liabilities by each holder thereof;
(f) release of Varistar Corporation and its Subsidiaries from any guaranties of Senior Indebtedness Agreements listed on Schedule 12.1 and the Notes any Note described on such Schedule 12.1;
(g) exchange of the stock of New OTC for the stock of the Parent, which will be held by New OTC;
(h) merger of the Parent Borrower with Merger Sub (the “Merger”), where (i) the surviving corporation in the Merger will be the Parent and Borrower, will have the name Otter Tail Power CompanyCompany and will be a direct, wholly-owned subsidiary of New OTC and (ii) the current shareholders of the Borrower will become shareholders of New OTC;
(ih) change of the name of New OTC to Otter Tail Corporation;; and
(j) assumption by New OTC of all of the Borrower Obligations pursuant to the Assumption and Release Agreement and release by the Agent and the Banks of (i) the Parent’s obligations pursuant to the Parent Subordination Borrower (now named Otter Tail Power Company) will remain obligated under this Agreement and the Parent Negative Pledge pursuant to the Parent Agreement Release, and (ii) all Borrower Obligations of Varistar Corporation pursuant to the Assumption and Release Agreement (which releases shall not release or affect the obligations and liabilities of Varistar Corporation under the New Material Subsidiary Guaranty); and
(k) Guaranty by each of New OTC’s Material Subsidiaries (which shall include Varistar Corporation) of the Borrower Obligations, as assumed by New OTC, pursuant to the New Material Subsidiary Guarantyother Loan Documents.
Appears in 1 contract
Proposed Transaction. Without any representation or warranty that the following transaction will be consummated, Varistar Corporation and the Parent have informed the Agent and the Banks that they are planning the following transaction (the “Permitted Reorganization”):
(a) formation This Agreement summarizes certain pertinent documents as well as applicable laws and regulations. While the Company believes that these summaries fairly reflect and summarize such matters, each Stockholder acknowledges that such summaries are not complete and are qualified in their entirety by reference to the Parent complete texts thereof of a new subsidiarythe documents, Otter Tail Holding Company (“New OTC”), which will be a Minnesota corporation;laws and regulations so summarized.
(b) formation by New OTC Each Stockholder acknowledges that Stockholder has received and has had ample opportunity to review and understand the current form of a new subsidiary, Otter Tail each of the following documents:
A. The Certificate of Incorporation of the Company.
B. The By-laws of the Company.
C. The Agreement and Plan of Merger Sub (“the "Merger Sub”Agreement"), which will be a Minnesota corporation;
(c) transfer dated ---------------- August 14, 1995, by and among the Parent to New OTC by way of assignment or contribution to capital of all Non-Power Company Assets;
(d) assumption by New OTC of all liabilities and obligations of the Parent except the following (collectivelyCompany, Old Holdings, the “Power Stockholders referred to therein, the Optionholders referred to therein and Xxxxx & Partners, Inc., pursuant to which the Company Obligations”) (i) those under will merge with and into Old Holdings, with Old Holdings being the Senior Indebtedness Agreements listed on Schedule 12.1 surviving corporation, and the Notes described on such Schedule 12.1, Agreement and (ii) all liabilities and obligations that pertain to the Parent’s electric generation and transmission business and do not pertain to the operation Plan of the Parent as a holding company (the liabilities and obligations Merger of the Parent other than the Power Company Obligations are called the “OTC-Assumed Liabilities”; provided, that New OTC shall not assume or Guaranty the Power Company Obligations);
(e) release of the Parent from the OTC-Assumed Liabilities by each holder thereof;
(f) release of Varistar Corporation and its Subsidiaries from any guaranties of Senior Indebtedness Agreements listed on Schedule 12.1 even date herewith between Old Xxxxxxx and the Notes described on such Schedule 12.1;
(g) exchange of the stock of New OTC for the stock of the ParentCompany, pursuant to which Old Xxxxxxx will be held by New OTC;
(h) merger of the Parent merge with Merger Sub (the “Merger”)and into Old Holdings, where with Old Holdings being the surviving corporation and being renamed Xxxxxxx Products, Inc.
D. The Second Amended and Restated Credit Agreement (the "Credit ------ Agreement"), of even date herewith, by and among the Company and --------- Xxxxxx Financial, Inc., as Agent for the Lenders named therein, including all exhibits and schedules thereto.
E. The Note Agreement, of even date herewith, by and among the Company and the other signatories thereto, including all exhibits and schedules thereto.
F. The Securities Purchase Agreement, of even date herewith, executed by the Company in favor of the Purchasers (as defined therein), including all exhibits and schedules thereto.
G. The Stockholders Agreement, of even date herewith, by and among the Company and the stockholders named therein, including all exhibits and schedules thereto (the "Stockholders Agreement").
H. The Stock Pledge Agreement, of even date herewith, among the Company and the Stockholders named therein, including all exhibits and schedules thereto.
I. The 1995 Xxxxxxx Management Stock Option Plan in substantially the form of Exhibit 5 (the "Company Stock Option Plan") of even date herewith, adopted by the Board of Directors of the Company, including all exhibits thereto.
J. This Agreement and all exhibits and schedules hereto. The documents referred to in A through J are hereinafter collectively referred to as the "Operative Documents", except that, for purposes of Section ------------------- ------- 11(h), this Agreement will not be considered an Operative Document. ----- The Company has afforded each Stockholder and each Stockholder's advisors, if any, the opportunity to discuss an investment in the Merger will be the Parent Securities and will have the name Otter Tail Power Company;
(i) change to ask questions of representatives of the name of New OTC to Otter Tail Corporation;
(j) assumption by New OTC of all Company concerning the terms and conditions of the Borrower Obligations pursuant to offering of the Assumption and Release Agreement and release by the Agent Securities and the Banks Operative Documents, and such representatives have provided answers to all such questions concerning the offering of (i) the Parent’s obligations pursuant to the Parent Subordination Agreement Securities and the Parent Negative Pledge pursuant Operative Documents. Each Stockholder has consulted its own financial, tax, accounting and legal advisors, if any, as to such Stockholder's investment in the Parent Agreement ReleaseSecurities and the consequences thereof and risks associated therewith and the Operative Documents. Each Stockholder and such Stockholder's advisors, if any, have examined or have had the opportunity to examine before the date hereof the Operative Documents and all information that the Stockholder deems to be material to an understanding of the Company, the proposed business of the Company, and (ii) all Borrower Obligations of Varistar Corporation pursuant to the Assumption and Release Agreement (which releases shall not release or affect the obligations and liabilities of Varistar Corporation under the New Material Subsidiary Guaranty); and
(k) Guaranty by each of New OTC’s Material Subsidiaries (which shall include Varistar Corporation) offering of the Borrower ObligationsSecurities. Each Stockholder also acknowledges that to Stockholder's knowledge there have been no general or public solicitations or advertisements or other broadly disseminated disclosures (including, as assumed without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by New OTC, pursuant to any general solicitation or advertising) by or on behalf of the New Material Subsidiary GuarantyCompany regarding an investment in the Securities.
Appears in 1 contract
Samples: Management Subscription Agreement (Jackson Products Inc)
Proposed Transaction. Without any representation or warranty that the following transaction will be consummated, Varistar Corporation and the Parent have Borrower has informed the Agent and the Banks that they are it is planning the following transaction (the “Permitted Reorganization”):
(a) formation by the Parent of a new subsidiary, Otter Tail Holding Company (“New OTC”), which will be a Minnesota corporation;
(b) formation by New OTC of a new subsidiary, Otter Tail Merger Sub (“Merger Sub”), which will be a Minnesota corporation;
(c) transfer by the Parent Borrower to New OTC by way of assignment or contribution to capital of all Non-Non- Power Company Assets;
(d) assumption by New OTC of all liabilities and obligations of the Parent Borrower except the following (collectively, the “Power Company Obligations”) (i) those under this Agreement and the Notes issued hereunder, (ii) those under the Senior Indebtedness Agreements listed on Schedule 12.1 and the Notes described on such Schedule 12.1, and (iiiii) all liabilities and obligations that pertain to the ParentBorrower’s electric generation and transmission business and do not pertain to the operation of the Parent Borrower as a holding company (the such liabilities and obligations of the Parent other than the Power Company Obligations those described in (i), (ii) and (iii) hereof are called the “OTC-Assumed Liabilities”; provided, that New OTC shall not assume or Guaranty the Power Company Obligations);
(e) release of the Parent Borrower from the OTC-Assumed Liabilities by each holder thereof;
(f) release of Varistar Corporation and its Subsidiaries from any guaranties of Senior Indebtedness Agreements listed on Schedule 12.1 and the Notes described on such Schedule 12.1;
(g) exchange of the stock of New OTC for the stock of the ParentBorrower, which will be held by New OTC;
(h) merger of the Parent Borrower with Merger Sub (the “Merger”), where the surviving corporation in the Merger will be the Parent Borrower and will have the name Otter Tail Power Company;
(i) change of the name of New OTC to Otter Tail Corporation;
(j) assumption by New OTC of all of the Borrower Obligations pursuant (now named Otter Tail Power Company and sometimes referred to herein as the Assumption and Release Agreement and release by the Agent and the Banks of (i“Power Company”) the Parent’s obligations pursuant to the Parent Subordination will remain obligated under this Agreement and the Parent Negative Pledge pursuant to the Parent Agreement Release, and (ii) all Borrower Obligations of Varistar Corporation pursuant to the Assumption and Release Agreement (which releases shall not release or affect the obligations and liabilities of Varistar Corporation under the New Material Subsidiary Guaranty); and
(k) Guaranty by each of New OTC’s Material Subsidiaries (which shall include Varistar Corporation) of the Borrower Obligations, as assumed by New OTC, pursuant to the New Material Subsidiary Guarantyother Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (Otter Tail Corp)
