Proposed Transaction. Without any representation or warranty that the following transaction will be consummated, the Borrower has informed the Agent and the Banks that it is planning the following transaction (the “Permitted Reorganization”): (a) formation 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 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 Borrower except (i) those under this Agreement and any Note issued hereunder, (ii) those under the Senior Indebtedness Agreements listed on Schedule 12.1 and any Note described on such Schedule 12.1, and (iii) all liabilities and obligations that pertain to the Borrower’s electric generation and transmission business and do not pertain to the operation of the Borrower as a holding company (such liabilities and obligations other than those described in (i), (ii) and (iii) hereof are called the “Assumed Liabilities”); (e) release of the Borrower from the Assumed Liabilities by each holder thereof; (f) release of Varistar Corporation and its Subsidiaries from guaranties of Senior Indebtedness Agreements listed on Schedule 12.1 and any Note described on such Schedule 12.1; (g) merger of the Borrower with Merger Sub (the “Merger”), where (i) the surviving corporation in the Merger will be the Borrower, will have the name Otter Tail Power Company 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; (h) change of the name of New OTC to Otter Tail Corporation; and (i) the Borrower (now named Otter Tail Power Company) will remain obligated under this Agreement and the other Loan Documents.
Appears in 1 contract
Proposed Transaction. Without any representation or warranty that the following transaction will be consummated, Varistar Corporation and the Borrower has Parent have informed the Agent and the Banks that it is 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 Borrower 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 Borrower Parent 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 any Note the Notes described on such Schedule 12.1, and (iiiii) all liabilities and obligations that pertain to the BorrowerParent’s electric generation and transmission business and do not pertain to the operation of the Borrower Parent as a holding company (such the liabilities and obligations of the Parent other than those described in (i), (ii) and (iii) hereof 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 Borrower 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 any Note 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 Borrower Parent with Merger Sub (the “Merger”), where (i) the surviving corporation in the Merger will be the Borrower, Parent and will have the name Otter Tail Power Company and will be a direct, wholly-owned subsidiary of New OTC and (ii) the current shareholders of the Borrower will become shareholders of New OTCCompany;
(hi) 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
(ik) Guaranty by each of New OTC’s Material Subsidiaries (which shall include Varistar Corporation) of the Borrower (now named Otter Tail Power Company) will remain obligated under this Agreement and Obligations, as assumed by New OTC, pursuant to the other Loan DocumentsNew 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, the Borrower has informed the Agent and the Banks that it is planning the following transaction (the “Permitted Reorganization”):
(a) formation 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 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 Borrower except (i) those under this Agreement and any Note the Notes issued hereunder, (ii) those under the Senior Indebtedness Agreements listed on Schedule 12.1 and any Note the Notes described on such Schedule 12.1, and (iii) all liabilities and obligations that pertain to the Borrower’s electric generation and transmission business and do not pertain to the operation of the Borrower as a holding company (such liabilities and obligations other than those described in (i), (ii) and (iii) hereof are called the “Assumed Liabilities”);
(e) release of the Borrower from the Assumed Liabilities by each holder thereof;
(f) release of Varistar Corporation and its Subsidiaries from guaranties of Senior Indebtedness Agreements listed on Schedule 12.1 and any Note the Notes described on such Schedule 12.1;
(g) exchange of the stock of New OTC for the stock of the Borrower, which will be held by New OTC;
(h) merger of the Borrower with Merger Sub (the “Merger”), where (i) the surviving corporation in the Merger will be the Borrower, Borrower and will have the name Otter Tail Power Company and will be a direct, wholly-owned subsidiary of New OTC and (ii) the current shareholders of the Borrower will become shareholders of New OTCCompany;
(hi) change of the name of New OTC to Otter Tail Corporation; and;
(ij) the Borrower (now named Otter Tail Power Company and sometimes referred to herein as the “Power Company”) will remain obligated under this Agreement and the other Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (Otter Tail Corp)
Proposed Transaction. Without any representation or warranty that the following transaction will be consummated, the Borrower has informed the Agent and the Banks that it is 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 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"), dated ---------------- August 14, 1995, by and among the Company, Old Holdings, the Stockholders referred to therein, the Optionholders referred to therein and Xxxxx & Partners, Inc., pursuant to which the Company will be a Minnesota merge with and into Old Holdings, with Old Holdings being the surviving corporation;
(c) transfer by , and the 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 Borrower except (i) those under this Agreement and any Note issued hereunderPlan of Merger of even date herewith between Old Xxxxxxx and the Company, (ii) those under the Senior Indebtedness Agreements listed on Schedule 12.1 pursuant to which Old Xxxxxxx will merge with and any Note described on such Schedule 12.1into Old Holdings, and (iii) all liabilities and obligations that pertain to the Borrower’s electric generation and transmission business and do not pertain to the operation of the Borrower as a holding company (such liabilities and obligations other than those described in (i), (ii) and (iii) hereof are called the “Assumed Liabilities”);
(e) release of the Borrower from the Assumed Liabilities by each holder thereof;
(f) release of Varistar Corporation and its Subsidiaries from guaranties of Senior Indebtedness Agreements listed on Schedule 12.1 and any Note described on such Schedule 12.1;
(g) merger of the Borrower with Merger Sub (the “Merger”), where (i) Old Holdings being the surviving corporation in and being renamed Xxxxxxx Products, Inc.
D. The Second Amended and Restated Credit Agreement (the Merger will be "Credit ------ Agreement"), of even date herewith, by and among the Borrower, will have the name Otter Tail Power Company and will be a direct--------- Xxxxxx Financial, wholly-owned subsidiary Inc., as Agent for the Lenders named therein, including all exhibits and schedules thereto.
E. The Note Agreement, of New OTC even date herewith, by and (ii) among the current shareholders of the Borrower will become shareholders of New OTC;
(h) change of the name of New OTC to Otter Tail Corporation; and
(i) the Borrower (now named Otter Tail Power Company) will remain obligated under this Agreement Company and the other Loan 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 Securities and to ask questions of representatives of the Company concerning the terms and conditions of the offering of the Securities and the Operative Documents, and such representatives have provided answers to all such questions concerning the offering of the Securities and the Operative Documents. Each Stockholder has consulted its own financial, tax, accounting and legal advisors, if any, as to such Stockholder's investment in the Securities 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 the offering of the Securities. 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, 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 any general solicitation or advertising) by or on behalf of the Company regarding an investment in the Securities.
Appears in 1 contract
Samples: Management Subscription Agreement (Jackson Products Inc)
