Representations of Banks. (a) Each of the Banks represents and warrants to the Borrower that it is a corporation or association duly incorporated or organized and validly existing under the laws of its jurisdiction of incorporation or organization, as the case may be.
Representations of Banks. 69 Commitment Schedule Pricing Schedule Exhibit A-1 - Borrower Pledge Agreement Exhibit A-2 - Subsidiary Pledge Agreement Exhibit D-2 - Opinion of General Counsel of the Borrower (First Borrowing Date) Exhibit D-3 - Opinion of Special Counsel for the Borrower (Acquisition Date) Exhibit D-4 - Opinion of General Counsel of the Borrower (Acquisition Date) Exhibit D-5 - Opinion of Xxxxxxxx Xxxxx & Xxxxx Exhibit E - Opinion of Special Counsel for the Agents Exhibit F - Assignment and Assumption Agreement Exhibit G - Money Market Quote Request Exhibit H - Invitation for Money Market Quotes Exhibit I - Money Market Quote CREDIT AGREEMENT AGREEMENT dated as of February 10, 1997, among NORFOLK SOUTHERN CORPORATION, the BANKS from time to time parties hereto, XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent and XXXXXXX XXXXX CAPITAL CORPORATION, as Documentation Agent. The parties hereto agree as follows:
Representations of Banks. 49 12.13 Notification of Event of Default.....................................................................50 12.14 Distributing Financial Statements, etc...............................................................50
Representations of Banks. 47 Section 10.12. Severability..........................................................................48 Section 10.13. Entire Agreement......................................................................48 Exhibit A Form of Note Exhibit B-1 Form of Notice and Agreement Regarding Addition of Bank Exhibit B-2 Form of Agreement of Existing Bank to Replace Replaced Bank Exhibit C Form of Assignment and Assumption Agreement Exhibit D Form of Letter of Credit Exhibit E-1 Form of Opinion of General, Associate or Assistant General Counsel Exhibit E-2 Form of Opinion of Davis Polk & Wardwell Schedule I Funded Debt of the Company Schedxxx XX Subxxxxxxxxs of the Company Schedule III Certain Excluded Guaranty Liabilities CREDIT AGREEMENT THIS CREDIT AGREEMENT dated as of May 19, 2000 (as amended, supplemented or otherwise modified, this "Agreement") by and among DELTA AIR LINES, INC., a corporation organized under the laws of the State of Delaware (the "Company"), each of the financial institutions initially a signatory hereto together with those assignees pursuant to Section 10.6 hereof (collectively, the "Banks" and each individually, a "Bank"), BAYERISCHE HYPO- UND VEREINSBANK AG, New York Branch, as Letter of Credit Bank and BAYERISCHE HYPO- UND VEREINSBANK AG, New York Branch, in its capacity as agent for the Banks (the "Agent").
Representations of Banks. Each Bank represents for itself only that it is acquiring the Loans, Reimbursement Obligations and Notes to be acquired by it hereunder for its own account in the ordinary course of extending credit as a banking institution and not with a view to the distribution or resale thereof, subject, nevertheless, to any requirement of law that the disposition of the property of a Bank shall at all times be within its control.
Representations of Banks. Each Bank party hereto (i) confirms that it has received a copy of the Term Loan Agreement, together with copies of such financial statements requested by it and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement, (ii) agrees that it will, independently and without reliance upon the Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Bank, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are "plan assets" as defined under ERISA and that its rights, benefits and interests in and under the Loan Documents will not be "plan assets" under ERISA, [and (vii) attaches the forms prescribed by the Internal Revenue Service of the United States certifying that the Bank is entitled to receive payments under the Loan Documents without deduction or withholding of any United States federal income taxes]** . ** to be inserted if the Bank is not incorporated under the laws of the United States, or a state thereof.
Representations of Banks. 52 SCHEDULES Schedule 2.1 - Banks and Committed Sums EXHIBITS Exhibit A - Form of Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Notice of Conversion Exhibit C - Form of Compliance Certificate Exhibit D - Form of Assignment and Acceptance Agreement Exhibit E - Form of Opinion of Borrower's Counsel REVOLVING CREDIT AGREEMENT (iv) 6 REVOLVING CREDIT AGREEMENT THIS AGREEMENT is entered into as of December 17, 1999, among SOUTHDOWN, INC., a Louisiana corporation ("BORROWER"), Banks (hereinafter defined) and WELLX XXXGO BANK (TEXAS), NATIONAL ASSOCIATION, as a Bank and as Administrative Agent (hereinafter defined) for itself and the other Banks, as hereinafter defined.
Representations of Banks. Each Bank represents that it, in good faith, has not relied upon any assets of the Companies consisting of stock (as such term is defined in Regulation U of the Board of Governors of the Federal Reserve System) as collateral in the extension of or maintenance of this Revolving Facility. REVOLVING CREDIT AGREEMENT 52 58 [REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES FOLLOW.] REVOLVING CREDIT AGREEMENT 53 59
Representations of Banks. 63 SECTION 9.11. Waiver of Jury Trial .................................... 63 SECTION 9.12. Severability ............................................ 63 SECTION 9.13. Cover Page; Table of Contents and Sections Headings ..... 64 SECTION 9.14. Counterparts ............................................ 64 SECTION 9.15. Entire Agreement ........................................ 64 SECTION 9.16. Jurisdiction; Consent to Service of Process ............. 64 Contents p.4 Exhibits -------- Exhibit A - Assignment and Acceptance Exhibit B-1 - Competitive Bid Request Exhibit B-2 - Standby Borrowing Request Exhibit B-3 - Canadian Borrowing Request Exhibit C - Notice of Competitive Bid Request Exhibit D - Competitive Bid Exhibit E - Indemnity, Subrogation and Contribution Agreement Exhibit F-1 - Opinion of the Company Exhibit F-2 - Opinion of Xxxxxx Xxxxxx & Xxxxxxx Exhibit F-3 - Opinion of Blake, Xxxxxxx & Xxxxxxx Exhibit G - Guarantee Agreement Exhibit H - Discount Note Exhibit I - Notice of Drawing Schedules --------- Schedule 1.01 - Existing Bankers' Acceptances Schedule 2.01 - Banks Schedule 3.06 - Subsidiaries
