Recitals of Fact. NLIC is a stock corporation duly organized and existing under the laws of the State of Ohio, having been originally incorporated on March 21, 1929, and has on the date hereof authorized capital stock consisting of 5,000,000 shares of common stock of the par value of $1.00 per share, of which, on the date hereof, 3,814,779 shares of common stock are issued and outstanding, all of which shares are owned legally and beneficially by Nationwide Financial Services, Inc. ("NFS"), a Delaware corporation. NLICA is a stock corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania, having been originally incorporated as the Provident Life and Trust Company of Philadelphia on March 22, 1865, and has on the date hereof authorized capital stock consisting of 10,000,000 shares of common stock of the par value of $1 MO per share, all of which on the date hereof are issued and outstanding, all of which shares are owned legally and beneficially by NFS.
Recitals of Fact. NLAIC is a stock corporation duly organized and existing under the laws of the State of Ohio, having been originally incorporated as Nationwide Variable Life Insurance Company on February 9, 1981, and has on the date hereof authorized capital stock consisting of 66,000 shares of common stock of the par value of $40.00 per share, of which, on the date hereof, all of such shares of common stock are issued and outstanding, all of which shares are owned legally and beneficially by Nationwide Life Insurance Company ("NLIC"), an Ohio stock insurance company.
Recitals of Fact. In 2010, Borrower requested that the Bank commit to make loans and advances to it on a master revolving credit basis, for purchase cards, letters of credit and other forms of lending, in an amount not to exceed at any one time outstanding the principal sum of Twenty Million and NO/100 Dollars ($20,000,000.00) and the Bank made such loan. In 2011, Borrower requested that the Bank commit to make loans and advances to it on a master revolving credit basis, for letters of credit and other forms of lending, in an amount not to exceed at any one time outstanding the principal sum of Twenty Five Million and NO/100 Dollars ($25,000,000.00) and the Bank made such loan, which replaced the 2010 Twenty Million and NO/100 Dollars ($20,000,000.00) loan. In 2012, Borrower requested that the Bank extend the maturity date of the Twenty Five Million and NO/100 Dollars ($25,000,000.00) loan, and the Bank agreed to do so. In 2013, Borrower requested that the Bank extend the maturity date of the Twenty Five Million and NO/100 Dollars ($25,000,000.00) loan, and the Bank agreed to do so. In 2014, Borrower requested that the Bank extend the maturity date of the Twenty Five Million and NO/100 Dollars ($25,000,000.00) loan, and the Bank agreed to do so. In 2015, Borrower requested that the Bank increase the Loan from Twenty Five Million and NO/100 Dollars ($25,000,000.00) to Thirty Million and NO/100 Dollars ($30,000,000.00) and further extend the maturity date of the existing loan, and the Bank agreed to do so. In 2016, Borrower requested that the Bank increase the Loan from Thirty Million and NO/100 Dollars ($30,000,000.00) to Fifty Million and NO/100 Dollars ($50,000,000.00) and further extend the maturity date of the existing loan, and the Bank agreed to do so. In 2017, Borrower requested that the Bank further extend the maturity date of the Fifty Million and NO/100 Dollars ($50,000,000.00) loan, and the Bank agreed to do so. In July, 2018, Borrower requested that the Bank further extend the maturity date of the Fifty Million and NO/100 Dollars ($50,000,000.00) loan, and the Bank agreed to do so. In October, 2018, Borrower requested that the Bank reduce the pricing, amend tangible net worth covenant and extend the maturity date, and the Bank agreed to do so.
Recitals of Fact. Borrower has requested that the Bank commit to make loans and advances to it, and to Lakeshore and to Lakes Mall, for the benefit of Borrower, on a revolving credit basis in an amount not to exceed at any one time outstanding the aggregate principal sum of One Hundred Million Dollars ($100,000,000.00) for the purpose of providing working capital for pre-development expenses, development costs, equity investments, repayment of existing indebtedness, certain distributions to limited partners (as allowed herein), letters of credit and construction and for general corporate purposes. The Bank has agreed to make certain portions of such loans and advances on the terms and conditions herein set forth. Manufacturers and Traders Trust Company, Compass Bank, Amsouth Bank of Tennessee and Branch Banking and Trust Company, all as participants in the Loan have previously agreed to make certain portions of such loan and advances on the terms and conditions previously set forth and now on the terms and conditions herein set forth. This Loan Agreement is currently being amended to: (a) change certain definitions to conform to definitions being used by Wells Fargo in its loan documents with the Borrower; and (b) to xxxxxase the interest rate.
Recitals of Fact. Seller has agreed to contribute, assign, transfer and convey to Purchaser, and Purchaser has agreed to accept and assume certain personal property located at the surface parking lot at 000 X. Xxxxxxxxxx Xxxxxx, Xxxxxxxxxxx, XX, and commonly known as “Main Parking Lot” (the “Main Parking Lot”):
Recitals of Fact. Tenant is the tenant under a lease dated , (the “Lease”) by and between Tenant, as lessee, and Landlord, as lessor, for certain premises more particularly described in the Lease (the “Premises”) located on the property legally described on Exhibit “A” (the “Property”).
Recitals of Fact. Borrower is a premium finance company licensed under the provisions of the Tennessee Premium Finance Company Act of 1980 (Title 56, Chapter 37 of Tennessee Code Annotated) and is a subsidiary of DGC. In addition to Borrower, DGC owns all of the stock of Direct Insurance Company, a Tennessee corporation and the Agency Subsidiaries. Prior to the execution of the Seventh Loan Agreement, Borrower requested that FTBNA, Hibernia, Firstar (now U.S. Bank), Bank of Oklahoma, N.A. ("Bank of Oklahoma"), Carolina First and Bank One commit to make advances to it on a revolving credit basis in an amount not to exceed at any one time outstanding the aggregate principal sum of One Hundred Million Dollars ($100,000,000.00) to enable it to finance premiums due on insurance contracts (including those written by Affiliated Insurers then existing or thereafter acquired or created). FTBNA, Hibernia, Firstar (now U.S. Bank), Bank of Oklahoma, Carolina First and Bank One severally agreed to make such advances in proportion to their Facility Commitments, subject to the terms and conditions set forth in that certain Seventh Amended and Restated Loan Agreement, dated as of September 18, 2001 (as subsequently amended, the "Seventh Loan Agreement"), as amended by that certain Amendment to Seventh Amended and Restated Loan Agreement, dated as of June 30, 2002. The Seventh Loan Agreement superseded and replaced in all respects the Sixth Loan Agreement (hereinafter defined). Prior to the execution of the Sixth Loan Agreement, Borrower requested that FTBNA, Hibernia, Dresdner Bank AG ("Dresdner"), First American National Bank (now AmSouth Bank), and Mercantile Bank National Association (now U.S. Bank and formerly Firstar) commit to make advances to it on a revolving credit basis in an amount not to exceed at any one time outstanding the aggregate principal sum of One Hundred Million Dollars ($100,000,000.00) to enable it to finance premiums due on insurance contracts (including those written by Affiliated Insurers then existing or thereafter acquired or created). FTBNA, Hibernia, Dresdner, First American (now AmSouth) and Mercantile (now U.S. Bank and formerly Firstar) severally agreed to make such advances in proportion to their Facility Commitments, subject to the terms and conditions set forth in that certain Sixth Amended and Restated Loan Agreement, dated as of September 9, 1999 (as subsequently amended, the "Sixth Loan Agreement"). The Sixth Loan Agreement superseded and replaced in...
Recitals of Fact. Pursuant to that certain Eighth Amended and Restated Loan Agreement dated as of October 31, 2002 (the “Original Loan Agreement”) among the Original Banks, DGFS and the other parties named therein, the Original Banks agreed to make loans and advances to DGFS on a revolving credit basis in an aggregate amount not to exceed One Hundred Fifteen Million Dollars ($115,000,000.00), evidenced by individual revolving credit notes to each Bank for the respective Facility Commitments set out in the Original Loan Agreement, each with a termination date of June 30, 2004 (collectively, the “October 2002 Notes”). Pursuant to that certain First Amendment to Eighth Amended and Restated Loan Agreement dated as of March 31, 2003 (the “First Amendment”) among the Original Banks, DGFS and the other parties named therein, the Facility Commitment for Regions was increased to a maximum principal amount of Twenty-Five Million Dollars ($25,000,000.00), and the total Commitment of the Original Banks was increased to a maximum aggregate principal amount of One Hundred Twenty-Five Million Dollars ($125,000,000.00). Pursuant to that certain Second Amendment to Eighth Amended and Restated Loan Agreement dated as of May 28, 2003 (the “Second Amendment”) among the Original Banks, National City Bank, DGFS and the other parties named therein, the Facility Commitment for Carolina First was increased to a maximum principal amount of Fifteen Million Dollars ($15,000,000.00); the Facility Commitment for Bank One was increased to a maximum principal amount of Thirty-Five Million Dollars ($35,000,000.00); National City Bank was added as a Bank with a Facility Commitment of a maximum principal amount of Fifteen Million Dollars ($15,000,000.00); and the total Commitment of the Banks was increased to a maximum aggregate principal amount of One Hundred Sixty Million Dollars ($160,000,000.00). Pursuant to that certain Third Amendment to Eighth Amended and Restated Loan Agreement dated as of June 30, 2003 (the “Third Amendment”) among the Banks, DGFS and the other parties named therein, the Facility Commitment for Hibernia (now known as Capital One) was increased to a maximum principal amount of Twenty Million Dollars ($20,000,000.00); the Facility Commitment for U.S. Bank was increased to a maximum principal amount of Thirty Million Dollars ($30,000,000.00); Fifth Third was added as a Bank with a Facility Commitment of a maximum principal amount of Ten Million Dollars ($10,000,000.00); and the total C...
Recitals of Fact. Pursuant to the terms and provisions of that certain Loan Agreement, bearing date of the 26th day of July, 1994, as amended by Amendment, dated June 27, 1995 ("Original Loan Agreement"), among the Borrower, the Bank, the Guarantor and Choctaw (hereinafter defined), as amended by the Second Amendment to Loan Agreement, dated July 3, 1996, among the Borrower, the Bank, the Guarantor, Choctaw, and Axxxx (hereinafter defined), by the Third Amendment to Loan Agreement, dated April 26, 2001, among Borrower, the Bank, the Guarantor, Choctaw, Axxxx, Dedicated (hereinafter after defined) and Dxxxxx (hereinafter defined), by the Fourth Amendment to Loan Agreement, dated June 22, 2007, among the Borrower, the Bank, the Guarantor, Choctaw, Axxxx, Dedicated and Dxxxxx by the Fifth Amendment to Loan Agreement dated June 1, 2009, by the Sixth Amendment to Loan Agreement dated May 31, 2010, by Seventh Amendment to Loan Agreement dated May 24, 2011, by letter agreement dated March 21, 2012, by Eighth Amendment to Loan Agreement dated May 30, 2012, by Ninth Amendment to Loan Agreement dated December 19, 2012, by Tenth Amendment to Loan Agreement dated October 4, 2013, by Eleventh Amendment to Loan Agreement dated November 27, 2013, by Twelfth Amendment to Loan Agreement dated February 5, 2014, and by Thirteenth Amendment to Loan Agreement dated August 22, 2014 (the Original Loan Agreement as amended by the foregoing amendments, the "Loan Agreement"), Bank committed to lend to Borrower an amount not to exceed at any one time outstanding the principal sum of Thirty-Five Million Dollars ($35,000,000.00), subject to the Borrowing Base. The Borrower has requested and the Bank has agreed to increase the committed amount to an amount not to exceed at any one time outstanding the principal sum of Forty Million Dollars ($40,000,000.00), subject to the Borrowing Base. The Borrower has requested and the Bank has also agreed to amend certain other provisions of the Loan Agreement. Choctaw Express, Inc., an Oklahoma corporation ("Choctaw"), Axxxx Freight Services, Inc., a Missouri corporation ("Axxxx"), P.X.X. Dedicated Services, Inc., an Ohio corporation ("Dedicated"), and Dxxxxx Transport Co., Inc., an Ohio corporation ("Dxxxxx"), have each previously executed Security Agreements, as amended, under which they have granted to the Bank a security interest in certain of their assets to secure the obligations of the Borrower to the Bank. Choctaw has converted into Choctaw Express, LLC, an...
Recitals of Fact. Borrower has requested that the Bank commit to make loans and advances and extensions of credit to if on a revolving credit basis in an amount not to exceed at any one time outstanding the principal sum of Thirty-Five Million Dollars ($35,000,000.00) (the "Committed Amount"). The Bank has agreed to make such loans and advances and extensions of credit on the terms and subject to the conditions herein set forth.
