Removal of Lenders and Assignment of Interests. Each of the Lenders listed under the heading “Departing Lenders”, as Departing Lenders, hereby agrees to sell and assign without representation, recourse, or warranty (except that each Departing Lender represents it has authority to execute and deliver this Agreement and sell its Obligations contemplated hereby, which Obligations are owned by such Departing Lender free and clear of all Liens), and upon the satisfaction of the conditions precedent set forth in Section 6.2 hereof (A) the Lenders hereby agree to purchase, 100% of such Departing Lender’s outstanding Obligations under the Existing Credit Agreement and the Loan Documents (including, without limitation, all of the Obligations held by such Departing Lender, together with all of its interests in outstanding Letters of Credit) for a purchase price equal to the outstanding principal balance of Loans and accrued but unpaid interest and fees owed to such Departing Lender under the Existing Credit Agreement as of the Closing Date, which purchase price shall be paid in immediately available funds on the Closing Date (B) to the extent such Departing Lender is a Participating Lender in an Existing Letter of Credit, its Participating Interest shall be deemed reduced to zero and reallocated to the Lenders as contemplated in Section 11.29(b) herein and (C) the Borrowers shall pay to such Departing Lender any amounts otherwise owing to such Departing Lender not payable by the Lenders pursuant to subclause (A) hereof including, but not limited to, those arising under Section 2.5 hereof. Such purchases and sales shall be arranged through the Agent and each Departing Lender hereby agrees to execute such further instruments and documents, if any, as the Agent may reasonably request in connection therewith. Upon the execution and delivery of this Agreement by the Departing Lenders, the Lenders, and the Borrowers and the payment of the Obligations owing to the Departing Lenders, each Departing Lender shall cease to be a Lender under the Credit Agreement and the other Loan Documents and (i) the Lenders shall have the rights of the Departing Lenders thereunder subject to the terms and conditions hereof and (ii) each Departing Lender shall have relinquished its rights (other than rights to indemnification and reimbursements referred to in the Existing Credit Agreement which survive the repayment of the Obligations owed to such Departing Lender in accordance with its terms, including Section 11.5 and 11.7 thereof) and be released from their obligations under the Existing Credit Agreement. The parties hereto agree that, except as provided for in the preceding sentence, all references in the Loan Documents to the Lenders or any Lender shall from and after the date hereof no longer include the Departing Lenders and the Departing Lenders shall have no obligations under this Agreement other than those set out in this Section 11.29.
Appears in 3 contracts
Samples: Credit Agreement (EMCOR Group, Inc.), Credit Agreement (Emcor Group Inc), Credit Agreement (Emcor Group Inc)
Removal of Lenders and Assignment of Interests. Each of the Lenders listed under the heading “Departing Lenders”, as Departing Lenders, Lender hereby severally agrees to sell and assign without representation, recourse, or warranty (except that each Departing Lender represents it has authority to execute and deliver this Agreement and sell its Obligations contemplated hereby, which Obligations are owned by such the relevant Departing Lender free and clear of all Liens), and upon the satisfaction of the conditions precedent set forth in Section 6.2 7.2 hereof (A) the Lenders hereby agree to purchase, 100% of each such Departing Lender’s 's outstanding Obligations under the Existing Prior Credit Agreement and the Loan Documents (including, without limitation, all of the Obligations indebtedness evidenced by the Notes held by such the Departing LenderLenders, together with all of its interests in outstanding Letters of Credit) for a purchase price equal to the outstanding principal balance of Loans and accrued but unpaid interest and fees owed to such the relevant Departing Lender under the Existing Prior Credit Agreement as of the Closing Effective Date, which purchase price shall be paid in immediately available funds on the Closing Date (B) to the extent such Departing Lender is a Participating Lender in an Existing Letter of Credit, its Participating Interest shall be deemed reduced to zero and reallocated to the Lenders as contemplated in Section 11.29(b) herein and (C) the Borrowers shall pay to such Departing Lender any amounts otherwise owing to such Departing Lender not payable by the Lenders pursuant to subclause (A) hereof including, but not limited to, those arising under Section 2.5 hereofEffective Date. Such purchases and sales shall be arranged through the Administrative Agent and each the Departing Lender Lenders hereby agrees agree to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith. Upon the execution and delivery deliver of this Agreement by each of the Departing Lenders, the Lenders, and the Borrowers Borrower and the payment of the Obligations owing to the Departing Lenders, each the Departing Lender Lenders shall cease to be a Lender Lenders under the Credit Agreement and the other Loan Documents and (i) the Lenders shall have the rights of the Departing Lenders thereunder subject to the terms and conditions hereof and (ii) each the Departing Lender Lenders shall have relinquished its their rights (other than rights to indemnification and reimbursements referred to in the Existing Prior Credit Agreement which survive the repayment of the Obligations owed to such the Departing Lender Lenders in accordance with its terms, including Section 11.5 13.6 and 11.7 13.16 thereof) and be released from their obligations under the Existing Prior Credit Agreement. The parties hereto agree that, except as provided for in the preceding sentence, all references in the Loan Documents to the Lenders or any Lender shall from and after the date hereof no longer include the Departing Lenders Lenders. This Second Amended and Restated Credit Agreement is entered into between us for the Departing Lenders shall have no obligations under this Agreement other than those uses and purposes hereinabove set out in this Section 11.29.forth as of the date first above written. "BORROWER" THE XXXXXX & SESSIONS CO. By /s/ Xxxxx X. Xxxx ------------------------------------ Name Xxxxx X. Xxxx Title Executive Vice President, Secretary, Treasurer & CFO "GUARANTORS" XXXXXX CHIMES CO. By /s/ Xxxxx X. Xxxx ------------------------------------ Name Xxxxx X. Xxxx Title Vice President, Secretary and Treasurer DIMANGO PRODUCTS CORPORATION By /s/ Xxxxx X. Xxxx ------------------------------------ Name Xxxxx X. Xxxx Title Secretary PYRAMID INDUSTRIES II, INC. By /s/ Xxxxx X. Xxxx ------------------------------------ Name Xxxxx X. Xxxx Title Vice President and Treasurer
Appears in 1 contract
Removal of Lenders and Assignment of Interests. Each of Hxxxxx X.X. and the other Lenders listed under the heading “Departing Lenders”, as Departing Lenders, hereby agrees to sell and assign without representation, recourse, or warranty (except that each Departing Lender represents it has authority to execute and deliver this Agreement and sell its Obligations contemplated hereby, which Obligations are owned by such Departing Lender free and clear of all Liens), and upon the satisfaction of the conditions precedent set forth in Section 6.2 hereof (A) the Lenders hereby agree to purchase, 100% of such Departing Lender’s outstanding Obligations under the Existing Credit Agreement and the Loan Documents (including, without limitation, all of the Obligations indebtedness evidenced by the Notes held by such Departing Lender, together with all of its interests in outstanding Letters of Credit) for a purchase price equal to the outstanding principal balance of Loans and accrued but unpaid interest and fees owed to such Departing Lender under the Existing Credit Agreement as of the Closing Date, which purchase price shall be paid in immediately available funds on the Closing Date (B) to the extent such Departing Lender is a Participating Lender in an Existing Letter of Credit, its Participating Interest shall be deemed reduced to zero and reallocated to the Lenders as contemplated in Section 11.29(b) herein and (C) the Borrowers shall pay to such Departing Lender any amounts otherwise owing to such Departing Lender not payable by the Lenders pursuant to subclause (A) hereof including, but not limited to, those arising under Section 2.5 hereofDate. Such purchases and sales shall be arranged through the Agent and each Departing Lender hereby agrees to execute such further instruments and documents, if any, as the Agent may reasonably request in connection therewith. Upon the execution and delivery of this Agreement by the Departing Lenders, the Lenders, and the Borrowers and the payment of the Obligations owing to the Departing Lenders, each Departing Lender shall cease to be a Lender under the Credit Agreement and the other Loan Documents and (i) the Lenders shall have the rights of the Departing Lenders thereunder subject to the terms and conditions hereof and (ii) each Departing Lender shall have relinquished its rights (other than rights to indemnification and reimbursements referred to in the Existing Credit Agreement which survive the repayment of the Obligations owed to such Departing Lender in accordance with its terms, including Section 11.5 and 11.7 thereof) and be released from their obligations under the Existing Credit Agreement. The parties hereto agree that, except as provided for in the preceding sentence, all references in the Loan Documents to the Lenders or any Lender shall from and after the date hereof no longer include the Departing Lenders and the Departing Lenders shall have no obligations under this Agreement other than those set out in this Section 11.29Lenders.
Appears in 1 contract
Samples: Credit Agreement (Emcor Group Inc)
Removal of Lenders and Assignment of Interests. Each of the Lenders listed under the heading “Departing Lenders”, as Departing Lenders, hereby agrees to sell and assign without representation, recourse, or warranty (except that each Departing Lender represents it has authority to execute and deliver this Agreement and sell its Obligations contemplated hereby, which Obligations are owned by such Departing Lender free and clear of all Liens), and upon the satisfaction of the conditions precedent set forth in Section 6.2 hereof (A) the Lenders hereby agree to purchase, 100% of such Departing Lender’s outstanding Obligations under the Existing Credit Agreement and the Loan Documents (including, without limitation, all of the Obligations held by such Departing Lender, together with all of its interests in outstanding Letters of Credit) for a purchase price equal to the outstanding principal balance of Loans and accrued but unpaid interest and fees owed to such Departing Lender under the Existing Credit Agreement as of the Closing Date, which purchase price shall be paid in immediately available funds on the Closing Date (B) to the extent such Departing Lender is a Participating Lender in an Existing Letter of Credit, its Participating Interest shall be deemed reduced to zero and reallocated to the Lenders as contemplated in Section 11.29(b) herein and (C) the Borrowers shall pay to such Departing Lender any amounts otherwise owing to such Departing Lender not payable by the Lenders pursuant to subclause (A) hereof including, but not limited to, those arising under Section 2.5 hereof. Such purchases and sales shall be arranged through the Agent and each Departing Lender Xxxxxx hereby agrees to execute such further instruments and documents, if any, as the Agent may reasonably request in connection therewith. Upon the execution and delivery of this Agreement by the Departing Lenders, the Lenders, and the Borrowers and the payment of the Obligations owing to the Departing Lenders, each Departing Lender shall cease to be a Lender under the Credit Agreement and the other Loan Documents and (i) the Lenders shall have the rights of the Departing Lenders thereunder subject to the terms and conditions hereof and (ii) each Departing Lender shall have relinquished its rights (other than rights to indemnification and reimbursements referred to in the Existing Credit Agreement which survive the repayment of the Obligations owed to such Departing Lender in accordance with its terms, including Section 11.5 and 11.7 thereof) and be released from their obligations under the Existing Credit Agreement. The parties hereto agree that, except as provided for in the preceding sentence, all references in the Loan Documents to the Lenders or any Lender shall from and after the date hereof no longer include the Departing Lenders and the Departing Lenders shall have no obligations under this Agreement other than those set out in this Section 11.29.
Appears in 1 contract
Samples: Credit Agreement (EMCOR Group, Inc.)
Removal of Lenders and Assignment of Interests. Each of the Lenders listed under the heading “Departing Lenders”, as Departing Lenders, hereby agrees to sell and assign without representation, recourse, or warranty (except that each Departing Lender represents it has authority to execute and deliver this Agreement and sell its Obligations contemplated hereby, which Obligations are owned by such Departing Lender free and clear of all Liens), and upon the satisfaction of the conditions precedent set forth in Section 6.2 hereof (A) the Lenders hereby agree to purchase, 100% of such Departing Lender’s outstanding Obligations under the Existing Credit Agreement and the Loan Documents (including, without limitation, all of the Obligations held by such Departing Lender, together with all of its interests in outstanding Letters of Credit) for a purchase price equal to the outstanding principal balance of Loans and accrued but unpaid interest and fees owed to such Departing Lender under the Existing Credit Agreement as of the Closing Date, which purchase price shall be paid in immediately available funds on the Closing Date (B) to the extent such Departing Lender is a Participating Lender in an Existing Letter of Credit, its Participating Interest shall be deemed reduced to zero and reallocated to the Lenders as contemplated in Section 11.29(b) herein and (C) the Borrowers shall pay to such Departing Lender any amounts otherwise owing to such Departing Lender not payable by the Lenders pursuant to subclause (A) hereof including, but not limited to, those arising under Section 2.5 hereofDate. Such purchases and sales shall be arranged through the Agent and each Departing Lender hereby agrees to execute such further instruments and documents, if any, as the Agent may reasonably request in connection therewith. Upon the execution and delivery of this Agreement by the Departing Lenders, the Lenders, and the Borrowers and the payment of the Obligations owing to the Departing Lenders, each Departing Lender shall cease to be a Lender under the Credit Agreement and the other Loan Documents and (i) the Lenders shall have the rights of the Departing Lenders thereunder subject to the terms and conditions hereof and (ii) each Departing Lender shall have relinquished its rights (other than rights to indemnification and reimbursements referred to in the Existing Credit Agreement which survive the repayment of the Obligations owed to such Departing Lender in accordance with its terms, including Section 11.5 and 11.7 thereof) and be released from their obligations under the Existing Credit Agreement. The parties hereto agree that, except as provided for in the preceding sentence, all references in the Loan Documents to the Lenders or any Lender shall from and after the date hereof no longer include the Departing Lenders and the Departing Lenders shall have no obligations under this Agreement other than those set out in this Section 11.29Lenders.
Appears in 1 contract
Samples: Credit Agreement (Emcor Group Inc)
Removal of Lenders and Assignment of Interests. Each of the The Departing Lenders listed under the heading “Departing Lenders”, as Departing Lenders, hereby agrees agree to sell and assign without representation, recourse, or warranty (except that the Departing Lenders each Departing Lender represents represent it has authority to execute and deliver this Agreement and sell its Obligations contemplated hereby, which Obligations are owned by such Departing Lender free and clear of all Liens), and upon the satisfaction of the conditions precedent set forth in Section 6.2 7.2 hereof (A) the Lenders hereby agree to purchase, 100% of such the Departing Lender’s outstanding Obligations under the Existing Credit Agreement and the Loan Documents (including, without limitation, all of the Obligations loans held by such the Departing Lender, together with all of its interests in outstanding Letters letters of Creditcredit) for a purchase price equal to the outstanding principal balance of Loans and accrued but unpaid interest and fees owed to such Departing Lender under the Existing Credit Agreement as of the Closing Dateloans, which purchase price shall be paid in immediately available funds on the Closing Date (B) Effective Date, so that after such sale and purchase each Lender’s outstanding Loans shall equal its applicable Percentage. The Borrower shall pay all accrued but unpaid interest and fees owed to the extent such Departing Lender is a Participating Lender in an Lenders under the Existing Letter Credit Agreement as of Credit, its Participating Interest shall be deemed reduced to zero and reallocated to the Lenders as contemplated in Section 11.29(b) herein and (C) the Borrowers shall pay to such Departing Lender any amounts otherwise owing to such Departing Lender not payable by the Lenders pursuant to subclause (A) hereof including, but not limited to, those arising under Section 2.5 hereofEffective Date. Such purchases and sales shall be arranged through the Administrative Agent and each the Departing Lender Lenders hereby agrees agree to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith. Upon the execution and delivery of this Agreement by the Departing Lenders, the Lenders, the Swing Lender, the L/C Issuer, the Borrower and the Borrowers Guarantors and the payment of the Obligations owing to the Departing Lenders, each the Departing Lender Lenders shall cease to be a Lender Lenders under the Credit Agreement and the other Loan Documents and (i) the Lenders shall have the rights of the Departing Lenders thereunder subject to the terms and conditions hereof and (ii) each the Departing Lender Lenders shall have relinquished its rights (other than rights to indemnification and reimbursements referred to in the Existing Credit Agreement which survive the repayment of the Obligations owed to such the Departing Lender in accordance with its terms, including Section 11.5 13.6 and 11.7 13.16 thereof) and be released from their obligations under the Existing Credit Agreement. The parties hereto agree that, except as provided for in the preceding sentence, all references in the Loan Documents to the Lenders or any Lender shall from and after the date hereof no longer include the Departing Lenders and the Departing Lenders shall have no obligations under this Agreement other than those set out in this Section 11.29.
Appears in 1 contract
Samples: Credit Agreement (Plexus Corp)
Removal of Lenders and Assignment of Interests. Each of the The Departing Lenders listed under the heading “Departing Lenders”, as Departing Lenders, hereby agrees agree to sell and assign without representation, recourse, or warranty (except that the Departing Lenders each Departing Lender represents represent it has authority to execute and deliver this Agreement and sell its Obligations contemplated hereby, which Obligations are owned by such Departing Lender free and clear of all Liens), and upon the satisfaction of the conditions precedent set forth in Section 6.2 7.2 hereof (A) the Lenders hereby agree to purchase, 100% of such the Departing Lender’s outstanding Obligations under the Existing Credit Agreement and the Loan Documents (including, without limitation, all of the Obligations loans held by such the Departing Lender, together with all of its interests in outstanding Letters letters of Creditcredit) for a purchase price equal to the outstanding principal balance of Loans and accrued but unpaid interest and fees owed to such Departing Lender under the Existing Credit Agreement as of the Closing Dateloans, which purchase price shall be paid in immediately available funds on the Closing Date (B) Effective Date, so that after such sale and purchase each Lender’s outstanding Loans shall equal its applicable Percentage. The Borrower shall pay all accrued but unpaid interest and fees owed to the extent such Departing Lender is a Participating Lender in an Lenders under the Existing Letter Credit Agreement as of Credit, its Participating Interest shall be deemed reduced to zero and reallocated to the Lenders as contemplated in Section 11.29(b) herein and (C) the Borrowers shall pay to such Departing Lender any amounts otherwise owing to such Departing Lender not payable by the Lenders pursuant to subclause (A) hereof including, but not limited to, those arising under Section 2.5 hereofEffective Date. Such purchases and sales shall be arranged through the Administrative Agent and each the Departing Lender Lenders hereby agrees agree to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith. Upon the execution and delivery of this Agreement by the Departing Lenders, the Lenders, the Swing Lender, the L/C Issuer, the Borrower and the Borrowers Guarantors and the payment of the Obligations owing to the Departing Lenders, each the Departing Lender Lenders shall cease to be a Lender Lenders under the Credit Agreement and the other Loan Documents and (i) the Lenders shall have the rights of the Departing Lenders thereunder subject to the terms and conditions hereof and (ii) each the Departing Lender Lenders shall have relinquished its rights (other than rights to indemnification and reimbursements referred to in the Existing Credit Agreement which survive the repayment of the Obligations owed to such the Departing Lender in accordance with its terms, including Section 11.5 13.6 and 11.7 13.16 thereof) and be released from their obligations under the Existing Credit Agreement. The parties hereto agree that, except This Second Amended and Restated Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as provided for in the preceding sentence, all references in the Loan Documents to the Lenders or any Lender shall from and after of the date hereof no longer include the Departing Lenders and the Departing Lenders shall have no obligations under this Agreement other than those set out in this Section 11.29first above written.
Appears in 1 contract
Samples: Credit Agreement (Plexus Corp)
Removal of Lenders and Assignment of Interests. Each of the Lenders listed under the heading “Departing Lenders”, as Departing Lenders, hereby agrees to sell and assign without representation, recourse, or warranty (except that each Departing Lender represents it has authority to execute and deliver this Agreement and sell its Obligations contemplated hereby, which Obligations are owned by such Departing Lender free and clear of all Liens), and upon the satisfaction of the conditions precedent set forth in Section 6.2 6.1 hereof (A) the Lenders hereby agree to purchase, 100% of such Departing Lender’s outstanding Obligations under the Existing Original Credit Agreement and the Loan Documents (including, without limitation, all of the Obligations held by such Departing Lender, together with all except for cash collateral relating to the Existing Letter of its interests in outstanding Letters of CreditCredit and the Existing BAML Bank Products) for a purchase price equal to the outstanding principal balance of Revolver Loans and accrued but unpaid interest and fees owed to such Departing Lender under the Existing Original Credit Agreement as of the Closing Date, which purchase price shall be paid in immediately available funds on the Closing Date (B) to except for the extent such Departing Lender is a Participating Lender in an Existing Letter of Credit, its Participating Interest such Departing Lender’s participating interest in any Letters of Credit shall be deemed reduced to zero and reallocated to the Lenders as contemplated in Section 11.29(b15.19(b) herein and (C) the Borrowers shall pay to such Departing Lender any amounts otherwise owing to such Departing Lender not payable by the Lenders pursuant to subclause (A) hereof including, but not limited to, those arising under Section 2.5 hereof). Such purchases and sales shall be arranged through the Agent and each Departing Lender Xxxxxx hereby agrees to execute such further instruments and documents, if any, as the Agent may reasonably request in connection therewith. Upon the execution and delivery of this Agreement by the Departing Lenders, the Lenders, and the Borrowers and the payment of the Obligations owing to the Departing Lenders, each Departing Lender shall cease to be a Lender under the Credit Agreement and the other Loan Documents and (i) the Lenders shall have the rights of the Departing Lenders thereunder subject to the terms and conditions hereof and (ii) each Departing Lender shall have relinquished its rights (other than rights to indemnification and reimbursements referred to in the Existing Original Credit Agreement which survive the repayment of the Obligations owed to such Departing Lender in accordance with its terms, including Section 11.5 and 11.7 thereofLender) and be released from their obligations under the Existing Original Credit Agreement. The parties hereto agree that, except as provided for in the preceding sentence, all references in the Loan Documents to the Lenders or any Lender shall from and after the date hereof Closing Date no longer include the Departing Lenders and the Departing Lenders shall have no obligations under this Agreement other than those set out in this Section 11.2915.19.
Appears in 1 contract
Removal of Lenders and Assignment of Interests. Each (a) Removal of Lenders and Assignment of Interests. Bank of America, N.A. (the Lenders listed under the heading “"Departing Lenders”, as Departing Lenders, Lender") hereby agrees to sell and assign without representation, recourse, or warranty (except that each the Departing Lender represents it has authority to execute and deliver this Agreement and sell its Obligations contemplated hereby, which Obligations are owned by such the Departing Lender free and clear of all Liens), and upon the satisfaction of the conditions precedent set forth in Section 6.2 7.2 hereof (A) the Lenders hereby agree to purchase, 100% of such the Departing Lender’s 's outstanding Obligations under the Existing Credit Agreement and the Loan Documents (including, without limitation, all of the Obligations indebtedness evidenced by the Note (if any) held by such the Departing Lender, together with all of its interests in outstanding Letters of Credit) for a purchase price equal to the outstanding principal balance of Loans and accrued but unpaid interest and fees owed to such the Departing Lender under the Existing Credit Agreement as of the Closing Date, which purchase price shall be paid in immediately available funds on the Closing Date (B) to the extent such Departing Lender is a Participating Lender in an Existing Letter of Credit, its Participating Interest shall be deemed reduced to zero and reallocated to the Lenders as contemplated in Section 11.29(b) herein and (C) the Borrowers shall pay to such Departing Lender any amounts otherwise owing to such Departing Lender not payable by the Lenders pursuant to subclause (A) hereof including, but not limited to, those arising under Section 2.5 hereofDate. Such purchases and sales shall be arranged through the Administrative Agent and each the Departing Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith. Upon the execution and delivery of this Agreement by the Departing LendersLender, the Lenders, the Borrower and the Borrowers Guarantors and the payment of the Obligations owing to the Departing LendersLender, each the Departing Lender shall cease to be a Lender under the Credit Agreement and the other Loan Documents and (i) the Lenders shall have the rights of the Departing Lenders Lender thereunder subject to the terms and conditions hereof and (ii) each the Departing Lender shall have relinquished its rights (other than rights to indemnification and reimbursements referred to in the Existing Credit Agreement which survive the repayment of the Obligations owed to such the Departing Lender in accordance with its terms, including Section 11.5 and 11.7 12.15 thereof) and be released from their obligations under the Existing Credit Agreement. The parties hereto agree that, except as provided for in the preceding sentence, all references in the Loan Documents to the Lenders or any Lender shall from and after the date hereof no longer include the Departing Lender. This Amended and Restated Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. FCStone, LLC By /s/ Wxxxxxx X. Xxxxxxx Name Wxxxxxx X. Xxxxxxx Title CFO FCStone Group, Inc. By /s/ Wxxxxxx X. Xxxxxxx Name Wxxxxxx X. Xxxxxxx Title CFO International Assets Holding Corporation By /s/ Sxxx X'Xxxxxx Name Sxxx X'Xxxxxx Title CEO By /s/ Sxxxx X. Xxxxxx Name Sxxxx X. Xxxxxx Title COO "Administrative Agent " Bank of Montreal, as Administrative Agent By /s/ Sxxxx X. Xxxxxx Name Sxxxx X. Xxxxxx Title Managing Director BMO Capital Markets Financing, Inc. By /s/ Sxxxx X. Xxxxxx Name Sxxxx X. Xxxxxx Title Managing Director Bank of America, N.A. By /s/ Mxxxxxxx Xxxxxxxxxxx Name Mxxxxxxx Xxxxxxxxxxx Title Senior Vice President Date: , ____ To: Bank of Montreal, as Administrative Agent for the Lenders parties to the Amended and Restated Credit Agreement dated as of June 21, 2010 (as extended, renewed, amended or restated from time to time, the "Credit Agreement"), among FCStone, LLC, the Guarantors party thereto certain Lenders party thereto, and Bank of Montreal, as Administrative Agent Ladies and Gentlemen: The undersigned, FCStone, LLC (the "Borrower"), refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably, pursuant to Section 1.6 of the Credit Agreement, of the Borrowing specified below:
1. The Business Day of the proposed Borrowing is ___________, ____.
2. The aggregate amount of the proposed Borrowing is $______________. The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom:
(a) the representations and warranties of the Borrower contained in Section 6 of the Credit Agreement are true and correct as though made on and as of such date (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date); and
(b) no Default or Event of Default has occurred and is continuing or would result from such proposed Borrowing. FCStone, LLC By Name Title To: Bank of Montreal, as Administrative Agent under, and the Departing Lenders shall parties to, the Credit Agreement described below This Compliance Certificate is furnished to the Administrative Agent, and the Lenders pursuant to that certain Amended and Restated Credit Agreement dated as of June 21, 2010 among us (as extended, renewed, amended or restated from time to time, the "Credit Agreement"). Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement. The Undersigned hereby certifies that:
1. I am the duly elected ____________ of FCStone, LLC;
2. I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of Holdings, the Parent, the Borrower and the Borrower Subsidiaries during the accounting period covered by the attached financial statements;
3. The examinations described in paragraph 2 did not disclose, and I have no obligations under knowledge of, the existence of any condition or the occurrence of any event which constitutes a Default or Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Compliance Certificate, except as set forth below;
4. The financial statements required by Section 8.5 of the Credit Agreement other and being furnished to you concurrently with this Compliance Certificate are true, correct and complete as of the date and for the periods covered thereby; and
5. The Schedule I hereto sets forth financial data and computations evidencing the Borrower's compliance with certain covenants of the Credit Agreement, all of which data and computations are, to the best of my knowledge, true, complete and correct and have been made in accordance with the relevant Sections of the Credit Agreement. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event: The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this ______ day of __________________ 20___. FCStone, LLC By Name Title
(a) Tangible Net Worth (minimum $80,000,000) $
(b) Net Income for the twelve months then ended (cannot be less than those set out in this Section 11.29.($20,000,000)) (yes/no)
(c) Excess Net Capital per 1-FR-FCM Statement of Computation of the Minimum Capital Requirements (minimum $15,000,000) $
Appears in 1 contract
Samples: Credit Agreement (International Assets Holding Corp)