Schedules. Schedule I - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10, 2010 among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).
Appears in 1 contract
Sources: Senior Secured Revolving Facility Credit Agreement (Chemtura CORP)
Schedules. Certain Employees (Schedule I - Commitments and Applicable Lending Offices 4.1(f)(iv) Permitted Indebtedness (Schedule II - Designated Account Debtors 5.1(c)) Capitalization (Schedule III - 5.1(f)) Litigation (Schedule 5.1(j)) Compliance with Laws (Schedule 5.1(k)) Environmental (Schedule 5.1(l)) Properties (Schedule 5.1(q)) Intellectual Property (Schedule 5.1(r)) Subsidiaries (Schedule 5.1(t)) Absence of Undisclosed Liabilities (Schedule 5.1(v)) Security Documents (Schedule 5.1(y)) Insurance (Schedule 5.1(z)) Authorizations (Schedule 5.1(aa)) Consents (Schedule 5.1(bb)) Defaults (Schedule 5.1(ee)) Permitted Encumbrances (Schedule 7.2(b)) Affiliate Transactions (Schedule 7.2(e)) EXHIBIT A-1 Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Exhibit A - Senior Secured Subordinated Initial Note EXHIBIT A-2 Form of Revolving Credit Senior Secured Subordinated Additional Note Exhibit EXHIBIT B-1 - Form of Notice of Borrowing Exhibit Initial Stock Purchase Warrant EXHIBIT B-2 - Form of Swing Line Advance Notice Exhibit C - Additional Stock Purchase Warrant EXHIBIT B-3 Form of Assignment and Acceptance Exhibit D - Guaranty Warrant EXHIBIT C Form of Intercreditor Agreement Exhibit Statement With Respect to Shares of Series E - Stock EXHIBIT D Form of Borrowing Base Certificate Exhibit F - Statement With Respect to Shares of Series D Stock EXHIBIT E Form of Security Agreement Exhibit EXHIBIT F Form of Registration Rights Agreement EXHIBIT G - Form of Guaranty Exhibit Agreement EXHIBIT H - Form of Opinion Mortgage EXHIBIT I Form of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT Shareholders Voting Agreement EXHIBIT J [Intentionally deleted.] EXHIBIT K [Intentionally deleted.] EXHIBIT L Form of Closing Certificate EXHIBIT M 2009 Bridge Loan Documents EXHIBIT N Form of Compliance Certificate NEITHER THIS NOTE NOR THE SHARES OF PREFERRED STOCK THAT MAY BE ISSUABLE UPON PAYMENT OF INTEREST HEREON HAVE BEEN OR WILL BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (this THE “AgreementSECURITIES ACT”), OR ANY STATE SECURITIES LAWS, EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF (A) dated as of November 10AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, 2010 among CHEMTURA CORPORATIONOR (B) AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT THE PROPOSED TRANSFER MAY BE MADE WITHOUT VIOLATION OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW. $1,000,000 ____________, a Delaware corporation 2009 ENVIRONMENTAL TECTONICS CORPORATION (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company), a “Borrower”Pennsylvania corporation, for value received, and collectivelyintending to be legally bound, hereby unconditionally promises to pay to the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), order of ▇.▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (the “GSLender”), as co-documentation agentsor any assignee or holder hereof (together with the Lender, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (a “MLPF&SHolder”), ▇▇▇▇▇ Fargo the principal sum of One Million Dollars ($1,000,000), plus all accrued and CITIGROUP GLOBAL MARKETS INCunpaid interest at the rates provided herein, in lawful money of the United States of America. The obligations of the Company under this Senior Secured Subordinated Promissory Note (this “CGMINote”) are secured as set forth in the Security Agreement dated as of April 24, 2009 between the Company and the Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned to them in the Secured Credit Facility and Warrant Purchase Agreement, dated as of April 24, 2009, by and between the Company and the Lender (as amended, restated or otherwise modified, the “Purchase Agreement”), as joint lead arrangers (. Payments of principal or interest on this Note shall be made in lawful money of the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, United States of America by wire transfer to a bank account designated by the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”)Holder.
Appears in 1 contract
Sources: Secured Credit Facility and Warrant Purchase Agreement (Environmental Tectonics Corp)
Schedules. Schedule I - 2.1(a) Revolving Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors 2.1(b) Term Loan Commitments Schedule III - Form of Invoices Schedule IV - 3.3 Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components 7.5 Litigation Schedule 1.01B - Subsidiary Borrowers 7.7 ERISA Schedule 1.01C - Guarantors 7.11 Permitted Obligations Schedule 4.01(a) - Equity Investments; 7.12 Environmental Matters Schedule 7.15 Copyrights, Patents, Trademarks, Licenses and Related Matters Schedule 7.16 Subsidiaries and Minority Interests Schedule 4.01(b) - Loan Parties 7.17 Insurance Matters Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - 10.1 Permitted Liens Schedule 5.01(m) - Listed Subsidiaries 10.4 Existing Investments Schedule 5.02(r) - Exempt Accounts 10.5 Existing Indebtedness Schedule 10.02 - Administrative Agent’s Office, Certain 10.8 Contingent Obligations Schedule 15.2 Lending Offices; Addresses for Notices EXHIBITS Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - B Form of Swing Line Advance Notice of Conversion/Continuation Exhibit C - Form of Compliance Certificate Exhibit D-1 Form of Revolving Loan Note Exhibit D-2 Form of Term Loan Note Exhibit E Form of Legal Opinion of Wachtell, Lipton, Rose▇ & ▇atz Exhibit F Form of Legal Opinion of Kevi▇ ▇▇▇▇▇ Exhibit G Form of Assignment and Acceptance Exhibit D - H Form of Intercreditor Agreement Guaranty Exhibit E - I Form of NEHC Guaranty Exhibit J Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of November 10September 30, 2010 1999, among CHEMTURA CORPORATIONAmeriServe Food Distribution, Inc., a Delaware corporation (the “"Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”"), the Initial Lenders (as hereinafter defined) and the other banks, several financial institutions and other institutional lenders from time to time party hereto to this Agreement (each, collectively the "Lenders"; individually each a “"Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”"), ▇▇▇▇▇ FARGO BANKBank of America, N.A., as the initial letter of credit issuing bank (in such capacitybank, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“and Bank of America”), N.A., as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”)Lenders.
Appears in 1 contract
Schedules. Schedule I - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Disclosed Litigation Schedule III - Form of Invoices Subsidiaries Schedule IV - Authorizations, Etc. Schedule V - Plans Schedule VI - Existing Letters of Credit Debt Schedule 1.01A VII - Fixed Charge Coverage Ratio Components Owned Real Property Schedule 1.01B VIII - Subsidiary Borrowers Leased Real Property Schedule 1.01C IX - Guarantors Material Contracts Schedule 4.01(a) X - Equity Investments; Subsidiaries Investments Schedule 4.01(b) XI - Loan Parties Intellectual Property Schedule 4.01(i) XII - Disclosures Mortgaged Property Schedule 4.01(m) XIII - Environmental Liabilities Liens Schedule 4.01(t) XIV - Surviving Debt and Effective Date Debt Schedule 4.01(u) XV - Liens Schedule 5.01(m) Environmental Disclosure EXHIBITS Exhibit A-1 - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Form of Term Note Exhibit A A-2 - Form of Revolving Credit Note Exhibit B-1 B - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Security Agreement Exhibit E - Form of Opinion of Holdings' and the Purchaser's Counsel Exhibit F - Form of Opinion of Borrower's Counsel Exhibit G - Form of Solvency Certificate Exhibit H - Form of Borrowing Base Certificate Exhibit F I - Form of Security Management Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) CREDIT AGREEMENT dated as of November 10December 23, 2010 1996 among CHEMTURA CORPORATIONCentral Tractor Farm & Country, Inc., a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each"Borrower"), including the CompanyCT Holding Inc., a “Borrower”Delaware corporation ("Holding"), and collectivelyJWC Acquisition I, Inc., a Delaware corporation (the “Borrowers”"Purchaser"), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with listed on the signature pages hereof as the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07(the "Initial Lenders"), the “Lenders”Initial Issuing Bank (as hereinafter defined), ▇▇▇▇▇ FARGO BANK, N.A., the Swing Line Bank (as the initial issuing bank (in such capacity, the “Initial Issuing Bank”hereinafter defined), BANK OF AMERICA, N.A. Fleet National Bank (“Bank of America”"Fleet"), as administrative and collateral agent (or together with any successor appointed pursuant to Article VII, the “"Administrative Agent”") for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined)NationsBank, ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”"NationsBank) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers agent (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, "Co-Agent") for the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”)Lender Parties.
Appears in 1 contract
Sources: Credit Agreement (Central Tractor Farm & Country Inc)
Schedules. Schedule I - 1.1(a) Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors 1.1(b) Excluded Subsidiaries Schedule III - Form of Invoices Schedule IV - 1.1(c) Existing Term Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a1.1(d) - Equity Investments; Unrestricted Subsidiaries Schedule 4.01(b1.1(e) - Loan Parties First Day Orders Schedule 4.01(i) - Disclosures 8.4 Litigation Schedule 4.01(m) - Environmental Liabilities 8.12 Subsidiaries Schedule 4.01(t) - Surviving Debt and Effective 8.15 Property Schedule 9.9 Closing Date Debt Affiliate Transactions Schedule 4.01(u) - 10.1 Closing Date Indebtedness Schedule 10.2 Closing Date Liens Schedule 5.01(m) - Listed Subsidiaries 10.4 Scheduled Dispositions Schedule 5.02(r) - Exempt Accounts 10.5 Closing Date Investments Schedule 10.02 - Administrative Agent’s Office, Certain 13.2 Notice Addresses for Notices Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - B Form of Swing Line Advance Guarantee Exhibit C Form of Budget Notice Exhibit C - D [Reserved] Exhibit E Form of Exit Facility Agreement Exhibit F Form of Security Agreement Exhibit G Form of Letter of Credit Request Exhibit H Form of Credit Party Closing Certificate Exhibit I Form of Assignment and Acceptance Exhibit D - J-1 Form of Intercreditor Agreement Promissory Note (Revolving Credit Loans) Exhibit E - J-2 Form of Borrowing Base Certificate Promissory Note (Term Loans) Exhibit F - J-3 Form of Security Agreement Promissory Note (Term C Loans) Exhibit G - K Form of Guaranty Incremental Amendment Exhibit H - L Form of Opinion of Counsel Non-U.S. Lender Certification SENIOR SECURED REVOLVING FACILITY SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Agreement”) AGREEMENT, dated as of November 10August 4, 2010 2016 among CHEMTURA CORPORATIONENERGY FUTURE COMPETITIVE HOLDINGS COMPANY LLC, a Delaware corporation limited liability company and a debtor and debtor-in-possession (the “CompanyParent Guarantor”) and each of the Subsidiary Borrowers (as hereinafter defined) (each), including the CompanyTEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC, a Delaware limited liability company and a debtor and debtor-in-possession (“TCEH” or the “Borrower”, and collectively, ) in a case pending under chapter 11 of the Bankruptcy Code (“BorrowersChapter 11”), the Initial Lenders (as hereinafter defined) and the other banks, financial lending institutions and other institutional lenders party from time to time parties hereto (each, a “Lender”” and, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07collectively, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A.DEUTSCHE BANK AG NEW YORK BRANCH, as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties , Collateral Agent and the other Secured Parties (each as hereinafter defined) Term Letter of Credit Issuer and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”)DEUTSCHE BANK SECURITIES INC., BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”)PLC, as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. ., CREDIT SUISSE SECURITIES (“CGMI”)USA) LLC, RBC CAPITAL MARKETS, UBS SECURITIES LLC AND NATIXIS, NEW YORK BRANCH, as joint lead arrangers (the “Joint Lead Arrangers”), Arrangers and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Joint Bookrunners”).
Appears in 1 contract
Sources: Senior Secured Debtor in Possession Credit Agreement (Energy Future Competitive Holdings Co LLC)
Schedules. Schedule I - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Guarantors Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Excluded Subsidiaries Schedule 4.01(a) - Equity Investments; Subsidiaries Stock Ownership Schedule 4.01(b) - Loan Parties Subsidiaries Schedule 4.01(i4.01(d) - Disclosures Approvals Schedule 4.01(m) - Environmental Liabilities Plans Schedule 4.01(t4.01(z) - Open Years Schedule 4.01(aa) - Income Tax Adjustments Schedule 4.01(ff) - Existing Debt Schedule 4.01(gg) - Surviving Debt and Effective Date Debt Schedule 4.01(u4.01(hh) - Owned Real Property Schedule 4.01(ii) - Material Contracts Schedule 4.01(jj) - Investments Schedule 4.01(kk) - Intellectual Property Schedule 5.02(a) - Existing Liens Schedule 5.01(m5.02(g) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Sales of Stock to Equity Investors Exhibit A A-1 - Form of Revolving Credit Working Capital Note of Parent Borrower Exhibit B-1 A-2 - Form of Working Capital Note of Sub Borrower Exhibit B - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Security Agreement Exhibit E E-1 - Form of Domestic Guaranty Exhibit E-2 - Form of Foreign Guaranty Exhibit F - Form of Opinion of Counsel to the Loan Parties Exhibit G-1 - Form of Solvency Certificate Exhibit G-2 - Form of Solvency Opinion Exhibit H - Form of Borrowing Base Certificate Exhibit F I-1 - Form of Security Agreement U.K. Intercompany Note Exhibit G I-2 - Form of Guaranty Loan Party Intercompany Note Exhibit H J - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY Administrative Agency Agreement CREDIT AGREEMENT (this “Agreement”) CREDIT AGREEMENT dated as of November 10April __, 2010 1998 among CHEMTURA CORPORATIONIPC INFORMATION SYSTEMS, INC., a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each"Parent Borrower"), including the CompanyIPC FUNDING CORP., a “--------------- Delaware corporation (the "Sub Borrower”" and, and collectivelytogether with the Parent Borrower, ------------ the “"Borrowers”"), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional --------- lenders party hereto listed on the signature pages hereof as the initial lenders (eachthe "Initial Lenders"), a “Lender”[____________________________], and together with as the initial issuing bank ---------------- (the "Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”Issuing Bank"), ▇▇▇▇▇▇ FARGO BANK▇▇▇▇▇▇▇ SENIOR FUNDING, N.A., as the initial issuing bank INC. (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”"MSSF"), as administrative -------------------- ---- syndication agent and collateral agent arranger (or together with any successor appointed pursuant to Article VII, the “Administrative "Syndication Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined"), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. SACHS CREDIT PARTNERS L.P. ----------------- (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and "▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”▇"), as co-documentation agentsagent (together with any successor appointed --------------- pursuant to Article VII, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”"Documentation Agent"), and MLPF&SMSSF, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITALas administrative ------------------- agent (together with any successor appointed pursuant to Article VII, the investment banking division of Barclays Bank "Administrative Agent", and, together with the Syndication Agent and the --------------------- Documentation Agent, the "Agents") for the Lender Parties (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”hereinafter ------ defined).
Appears in 1 contract
Schedules. Schedule I 1-A - Commitments Duratek Indebtedness Schedule 1 - Subsidiaries and Applicable Lending Offices Investments of EnergySolutions Schedule II 2 - Designated Account Debtors Licenses Schedule III - Form of Invoices Schedule IV 2.17(b) - Existing Letters of Credit Schedule 1.01A 3 - Fixed Charge Coverage Ratio Components Liens of Record as of the Second Amendment Effective Date Schedule 1.01B 4-A - Subsidiary Borrowers Revolving Commitments of the Revolving Lenders and Such Lenders’ Addresses for Notice Schedule 1.01C 4-B - Guarantors Term Loan Commitments of the Term Lenders and Such Lenders’ Addresses for Notice Schedule 4.01(a) 4-C - Equity Investments; Subsidiaries Synthetic Deposit Percentages of the Synthetic Lenders and such Lenders’ Addresses for Notice Schedule 4.01(b) 5 - Loan Parties Members of Holdco as of the Second Amendment Effective Date Schedule 4.01(i) 6 - Disclosures Consents, Applicable Law, Conflicts and Liens Schedule 4.01(m) 7 - Environmental Issues Pertaining to Necessary Authorizations and Licenses Schedule 8 - Litigation Schedule 9 - Liabilities Schedule 4.01(t) 10 - Surviving Debt and Effective Date Debt Agreements with Affiliates, Management Agreements Schedule 4.01(u) 11 - Liens Real Estate Schedule 5.01(m) 12 - Listed Subsidiaries [Reserved] Schedule 5.02(r) 13 - Exempt Accounts Employee Relations, Collective Bargaining Agreements, Labor Unions Schedule 10.02 14 - Administrative Agent’s OfficeExisting Indebtedness Schedule 15 - [Reserved] Schedule 16 - Taxes Schedule 17 - Existing Investments Schedule 18 - Restructuring Costs This SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Certain Addresses for Notices Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10January 31, 2010 2005, as first amended and restated as of April 13, 2005 and as further amended on February 1, 2006 and further amended and restated as of June 7, 2006, is made by and among CHEMTURA CORPORATIONENERGYSOLUTIONS, LLC, a Delaware corporation Utah limited liability company (the “CompanyEnergySolutions”) and each of the Subsidiary Borrowers ), ENV HOLDINGS LLC (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “BorrowersHoldco”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (eachfrom time to time, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint sole lead arrangers arranger (the “Lead ArrangersArranger”), and MLPF&SCiticorp North America, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank Inc. (“Barclays CapitalCNAI”), and GS, as joint bookrunners administrative agent (the “BookrunnersAdministrative Agent”), as collateral agent (the “Collateral Agent”), as the initial revolving issuing bank (the “Initial Revolving Issuing Bank”) and as the initial synthetic issuing bank (the “Initial Synthetic Issuing Bank”) and Calyon New York Branch (“Calyon”), as syndication agent (the “Syndication Agent”).
Appears in 1 contract
Schedules. Schedule I - 1.1(a) Qualified Transferees Schedule 1.1(b) Mortgaged Properties Schedule1.1(c) Commitments and Applicable Lending Offices Addresses of Lenders Schedule II - Designated Account Debtors 6.15 Local Counsel Schedule III - 8.12 Subsidiaries Schedule 8.15(b) Condemnation Proceedings; Dispositions Schedule 10.1 Other Indebtedness Schedule 10.2 Other Liens EXHIBITS Exhibit A Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Guarantee Exhibit A - B Form of Revolving Credit Note Mortgages Exhibit B-1 - C Form of Notice of Borrowing Perfection Certificate Exhibit B-2 - D Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Pledge Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - F Form of Guaranty Letter of Credit Request Exhibit H - G Form of Closing Certificate Exhibit H-1 Form of Legal Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10, 2010 among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“& ▇▇▇▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and LLP Exhibit H-2 Form of Legal Opinion of Local Counsel Exhibit H-3 Form of Legal Opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, LLP Exhibit H-4 Form of Legal Opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ LYNCHExhibit I Form of Assignment and Acceptance Exhibit J Form of Promissory Note Exhibit K Form of Confidentiality Agreement REVOLVING CREDIT AGREEMENT dated as of July 1, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED 2003 (“MLPF&S”this "Agreement"), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS among KINDERCARE LEARNING CENTERS, INC. ., a Delaware corporation (“CGMI”the "Borrower"), as joint lead arrangers the lending institutions from time to time parties hereto (each a "Lender" and, collectively, the “Lead Arrangers”"Lenders"), CITIBANK, N.A., as Letter of Credit Issuer (such term and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, each other capitalized term used but not defined in this introductory statement having the investment banking division of Barclays Bank (“Barclays Capital”meaning provided in Section 1), and GSCITICORP NORTH AMERICA, INC., as joint bookrunners Administrative Agent, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Syndication Agent, and UBS AG, CAYMAN ISLANDS BRANCH, as Documentation Agent. The Borrower has requested the Lenders to extend credit in the form of Revolving Credit Loans at any time and from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $125,000,000 less the sum of (i) the “Bookrunners”).aggregate Letter of Credit Outstandings at such time and (ii) the aggregate principal amount of all Swingline Loans outstanding at such time. The Borrower has requested the Letter of Credit Issuer to issue Letters of Credit at any time and from time to time prior to the L/C Maturity Date, in an aggregate face amount at any time outstanding not in excess of $75,000,000. The Borrower has requested the Swingline Lender to extend credit in the form of Swingline Loans at any time and from time to time prior to the Swingline Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $10,000,000. The Letters of Credit and the proceeds of Revolving Credit Loans and Swingline Loans will be used by the Borrower for general corporate purposes. The parties hereto hereby agree as follows:
Appears in 1 contract
Sources: Revolving Credit Agreement (Kindercare Learning Centers Inc /De)
Schedules. Schedule I - 1.01(a) — ESOP Plan Documents Schedule 1.01(b) — Subsidiary Guarantors Schedule 2.01 — Lenders and Commitments and Applicable Lending Schedule 3.04(b) — Material Contracts Schedule 3.08(a) — Subsidiaries Schedule 3.08(b) Insignificant Subsidiaries Schedule 3.09 — Material Litigation Schedule 3.17 — Material Environmental Matters Schedule 3.18 — Insurance Schedule 3.19(a) — UCC Filing Offices Schedule II - Designated Account Debtors 3.20(a) — Owned Real Property Schedule III - 3.20(b) — Leased Real Property Schedule 3.23 — Certain ESOP Plan Documents Exceptions Schedule 6.01 — Indebtedness Existing on the Closing Date Schedule 6.02 — Liens Existing on the Closing Date Schedule 6.04 — Investments Existing on the Closing Date Exhibit A — Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Questionnaire Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - B — Form of Assignment and Acceptance Exhibit D - C — Form of Intercreditor Borrowing Request Exhibit D — Form of Guarantee Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - — Form of Security Agreement Exhibit G - F — Form of Guaranty Notice of Conversion/Continuation Exhibit G — Form of Notice of Prepayment Exhibit H - — Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10, 2010 among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. LLP Exhibit I-1 — Form of Revolving Promissory Note Exhibit I-2 — Form of Incremental Term Note Exhibit J — Form of Intercreditor Agreement CREDIT AGREEMENT dated as of March 22, 2010, among ALION SCIENCE AND TECHNOLOGY CORPORATION, a Delaware corporation (the “CGMIBorrower”), the LENDERS (as joint lead arrangers defined in Article I) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, including any successor thereto, the “Lead ArrangersAdministrative Agent”)) for the Lenders. The Borrower has requested the Lenders to extend credit in the form of Revolving Loans at any time and from time to time prior to the Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $25,000,000. The Borrower has requested the Swingline Lender to extend credit, at any time and from time to time prior to the Maturity Date, in the form of Swingline Loans, in an aggregate principal amount at any time outstanding not in excess of $5,000,000, and MLPF&Sthe Issuing Bank to issue Letters of Credit, ▇▇▇▇▇ Fargoin an aggregate face amount at any time outstanding not in excess of $10,000,000. The proceeds of the Loans are to be used solely for ongoing working capital needs and other general corporate purposes, CGMIincluding to finance Permitted Acquisitions. The Letters of Credit will be used solely to support payment obligations incurred in the ordinary course of business by the Borrower and the Subsidiaries. The Lenders are willing to extend such credit to the Borrower, BARCLAYS CAPITALand the Issuing Bank is willing to issue Letters of Credit for the account of the Borrower, in each case on the terms and subject to the conditions set forth herein. Accordingly, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, parties hereto agree as joint bookrunners (the “Bookrunners”).follows:
Appears in 1 contract
Schedules. Schedule I - Commitments and Applicable Lending Offices Schedule II 2.06 - Designated Account Debtors Real Properties Securing Working Capital Advances made by Columbus Bank and Trust Company Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a3.01(d) - Equity Investments; Subsidiaries Disclosed Litigation Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Subsidiaries Schedule 4.01(m) - Plans, Multiemployer Plans and Welfare Plans Schedule 4.01(v) - Environmental Liabilities Lists Schedule 4.01(t4.01(aa) - Open Years Schedule 4.01(gg) - Existing Debt Schedule 4.01(hh) - Surviving Debt and Effective Date Debt Schedule 4.01(u4.01(ii) - Owned Real Property Schedule 4.01(jj) - Leased Real Property Schedule 4.01(kk) - Investments Schedule 5.01(n) - Real Properties to be Mortgaged Schedule 5.02(a) - Existing Liens Schedule 5.01(m5.02(n) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Partnerships EXHIBITS Exhibit A - Form of Revolving Credit Working Capital Note Exhibit B-1 B - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Security Agreement Exhibit E - Form of Borrowing Base Certificate Intellectual Property Security Agreement Exhibit F F-1 - Form of Security Agreement Subsidiary Guaranty Exhibit F-2 - Form of Shareholder's Guaranty Exhibit G - Form of Guaranty Deeds of Trust, Trust Deeds and Mortgages Exhibit H H-1 - Form of Opinion of Borrower's Counsel SENIOR SECURED REVOLVING FACILITY Exhibit H-2 - Form of Opinion of Borrower's Special New York Counsel Exhibit I - Form of Solvency Certificate Exhibit J - Form of Consolidated Income Statement for Fiscal Month Exhibit K - Subordination Terms Exhibit L - Master Lease AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 10September 6, 2010 2000 among CHEMTURA CORPORATIONSHONEY'S, INC., a Delaware Tennessee corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “"Borrower”, and collectively, the “Borrowers”"), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with listed on the signature pages hereof as the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, (the “"Initial Lenders”"), ▇▇▇▇▇ FARGO BANKBANK OF AMERICA, N.A.N.A. ("Bank of America"), as the initial issuing bank (in such capacity, the “"Initial Issuing Bank”"), BANK OF AMERICA, N.A. (“Bank of America”)N.A., as administrative and collateral agent (or together with any successor appointed pursuant to Article VII, the “"Administrative Agent”") for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCEand BANC OF AMERICA SECURITIES, LLC L.L.C. (“▇▇▇▇▇ Fargo”"BAS"), as syndication agentlead arranger and sole book manager (in such capacity, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”the "Arranger") and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC as syndication agent (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITALin such capacity, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners ("Syndication Agent") for the “Bookrunners”)Lender Parties.
Appears in 1 contract
Sources: Credit Agreement (Shoneys Inc)
Schedules. Schedule I - 1.01 — Excluded Subsidiaries Schedule 2.01 — Commitments and Applicable Lending Offices Loans; Letter of Credit Commitments Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - 2.05 — Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components 3.03 — Government Approvals; No Conflicts Schedule 1.01B - Subsidiary Borrowers 3.06 — Litigation and Environmental Matters Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; 3.12 — Subsidiaries Schedule 4.01(b) - Loan Parties 5.14 — Certain Post-Closing Obligations Schedule 4.01(i) - Disclosures 6.01 — Existing Indebtedness Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - 6.02 — Existing Liens Schedule 5.01(m) - Listed Subsidiaries 6.04 — Existing Investments Schedule 5.02(r) - Exempt Accounts 6.08 — Existing Affiliate Transactions Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for 6.09 — Existing Restrictions Schedule 9.01 — Notices EXHIBITS: Exhibit A - — Form of Revolving Credit Assignment and Assumption Exhibit B — Form of First Lien Guarantee Agreement Exhibit C — Form of Perfection Certificate Exhibit D — Form of First Lien Collateral Agreement Exhibit E-1 — Form of First Lien Pari Passu Intercreditor Agreement Exhibit E-2 — Form of First/Second Lien Intercreditor Agreement Exhibit F — Form of Intercompany Note Exhibit B-1 - G — Form of Floating Charge Document Exhibit H-1 — [Reserved]Form of Specified Discount Prepayment Notice Exhibit H-2 — Form of Specified Discount Prepayment Response Exhibit I — [Reserved]Form of Discount Range Prepayment Notice Exhibit J — [Reserved]Form of Discount Range Prepayment Offer Exhibit K — [Reserved]Form of Solicited Discount Prepayment Notice Exhibit L — [Reserved]Form of Solicited Discount Prepayment Offer Exhibit M — [Reserved]Form of Acceptance and Prepayment Notice Exhibit N-1 — Form of United States Tax Compliance Certificate 1 Exhibit N-2 — Form of United States Tax Compliance Certificate 2 Exhibit N-3 — Form of United States Tax Compliance Certificate 3 Exhibit N-4 — Form of United States Tax Compliance Certificate 4 Exhibit O — Form of Note Exhibit P — [Reserved] Exhibit Q — Form of Notice of Borrowing Exhibit B-2 - R — Form of Swing Line Advance Notice Letter of Credit Request Exhibit C - X — Form of Assignment and Acceptance Beneficial Ownership Certificate Exhibit D - Y — Form of Intercreditor Agreement Compliance Certificate Exhibit E - Z — Form of Borrowing Base Solvency Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10, 2010 among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).[EMEA_ACTIVE 302040156_13]
Appears in 1 contract
Schedules. The Schedules to the Agreement set forth below shall be amended to include, restate or delete, as the case may be, as set forth below. The representations, warranties and indemnification contained in the Agreement shall in no way be affected by any such amendment, restatement or deletion of any Schedule.
a. Schedule I 2.8
(a) Schedule 2.8(a) shall be amended to include: (i) under the heading "Contract Forms for JANY - Commitments and Applicable Lending Offices Health" reference to Student Health Policy, HSR- In addition, Schedule II 2.8(a) shall be amended to include under the heading "JANY ENDORSEMENTS - Designated Account Debtors Life" the following endorsements: American Crown/JANY Endorsement M195 Amendment to Application N-0126-A-4 Aviation Exclusion Rider N-2048-E Declaration of Continued Insurability N-5112A-1 Schedule III 2.8(a) shall be amended to include under the heading "JANY ENDORSEMENTS - Form of Invoices Long Term Care" the following endorsements: Policy Change Endorsement E1295 Notice to Buyer N-D-107-NY Sticker - Non-Qualified Policy NY-1350-O 8/96 Schedule IV 2.8(a) shall be amended to include a new heading "JANY ENDORSEMENTS - ARMS - Excess Loss" the following endorsements: Endorsement - Excess Loss N-1133-E Endorsement - Active at Work N-11▇▇-▇.▇▇ Endorsement - Monthly Cumulative N-1133-E.MCA Endorsement - Pre-Existing Letters of Credit Conditions N-11▇▇-▇.▇▇ Endorsement - Terminal Liability N-11▇▇-▇.▇▇ Further, Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a2.8(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - shall be amended to include under the heading "Annuities" the following contracts: SPIA Lottery Endorsement N-1500-E1 Restricted Ownership Endorsement N-1004-E TSA Contract Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Request & Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10, 2010 among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant NY-1064-5 3/88 Amendment to Section 10.07, the “Lenders”), Application NY-1216-0 12/89 IRA ▇▇▇▇orsement IRA ▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), Annuity Tables Endorsement N-2350-P SPDA IRA ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”orsement N-2363-E TSA Endorsement N-0816-E(11/96) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ Endorsement M195 Deposit & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).Annuity Operations 8700
Appears in 1 contract
Sources: Stock Purchase and Sale Agreement (Alden John Financial Corp)
Schedules. Schedule I - Commitments and Applicable Lending Offices Guarantors Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV 1.01 - Existing Letters of Credit Schedule 1.01A 2.01 - Fixed Charge Coverage Ratio Components Commitments and Pro Rata Shares Schedule 1.01B 2.01A - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Letter of Credit Commitments Schedule 4.01(b) - Loan Parties Subsidiaries Schedule 4.01(i4.01(d) - Disclosures Authorizations, Approvals, Actions, Notices and Filings Schedule 4.01(m4.01(f) - Disclosed Litigation Schedule 4.01(p) - ERISA Plans and Multiemployer Plans Schedule 4.01(q) - Environmental Liabilities Disclosure Schedule 4.01(r) - Open Years Schedule 4.01(t) - Surviving Debt and Effective Date Debt Owned Real Property Schedule 4.01(u) - Leased Real Property Schedule 4.01(v) - Intellectual Property Schedule 4.01(aa) - Labor and Collective Bargaining Agreements Schedule 5.02(a) - Liens Schedule 5.01(m5.02(b) - Listed Subsidiaries Debt Schedule 5.02(r5.02(f) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Investments Exhibit A - Form of Revolving Credit Note Exhibit B-1 B - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Assumption Exhibit D - Form of Intercreditor Agreement Guaranty Supplement Exhibit E - Form of Borrowing Base Solvency Certificate Exhibit F - Form of Security Agreement Notice of Loan Prepayment Exhibit G - Form of Guaranty Secured Party Designation Notice Exhibit H - Form of Opinion Letter of Counsel SENIOR SECURED REVOLVING FACILITY Credit Report CREDIT AGREEMENT (this “Agreement”) AGREEMENT, dated as of November 10September 5, 2010 2018, among CHEMTURA CORPORATIONCRACKER BARREL OLD COUNTRY STORE, INC., a Delaware Tennessee corporation (the “CompanyBorrower”) and each of ), the Subsidiary Borrowers Guarantors (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders lenders who are or may become a party to this Agreement pursuant to the terms hereof (as hereinafter defined) and collectively with the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07hereto, the “Lenders”), ▇▇▇▇▇ FARGO BANKand BANK OF AMERICA, N.A., as the initial issuing bank collateral agent (together with any successor collateral agent appointed pursuant to Article VII, in such capacity, the “Initial Issuing BankCollateral Agent”), BANK OF AMERICA, N.A. ) for the Secured Parties (“Bank of America”), as hereinafter defined) and as administrative and collateral agent (or together with any successor administrative agent appointed pursuant to Article VII, in such capacity, the “Administrative Agent” and, together with the Collateral Agent, the “Agents”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).
Appears in 1 contract
Sources: Credit Agreement (Cracker Barrel Old Country Store, Inc)
Schedules. Schedule I - 1.1 Term Loan Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors 1.1(d) Private Label Credit Card Agreements Schedule III - Form 1.1(e) Credit Card Agreements Schedule 2.1(b)(ii) Outstanding Secured Indebtedness Schedule 3.5 Governmental Investigations Schedule 3.7 ERISA Schedule 3.9 Ownership of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity InvestmentsProperty; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m3.10 Audits Schedule 3.11(a) - Listed Historical Financial Statements Schedule 3.11(b) Pro Forma Financial Statements Schedule 3.11(d) Prior Indebtedness Schedule 3.11(e) Projections Schedule 3.12 Environmental Schedule 3.15 Labor Relations Schedule 3.16 Intellectual Property Schedule 3.17 Certain Transaction Fees Schedule 3.18 Insurance Schedule 3.19 Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 5.02(r) - Exempt 3.20 Jurisdiction of Organization; Chief Executive Office Schedule 3.21 Locations of Inventory and Books and Records Schedule 3.22 Deposit Accounts and Other Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices 3.23 Government Contracts Schedule 3.25 Bonding; Licenses Schedule 4.2 Financial Reporting Schedule 5.1 Liens Schedule 5.4 Investments Schedule 5.5 Indebtedness Schedule 5.6 Affiliate Transactions Schedule 5.9(c) Contingent Obligations Schedule 5.9(i) J. ▇▇▇▇ Sale Contingent Obligations Schedule 11.1 Eligible Real Estate Exhibit A - Form of Revolving Credit Note 2.1 Closing Checklist Exhibit B-1 - Form of Notice of Borrowing 4.2(b) Financial Statement Compliance Certificate Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - 11.1(a) Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - 11.1(b) Form of Borrowing Base Certificate Exhibit F - 11.1(c) Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT Note This TERM LOAN AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) dated is entered into as of November 10February 16, 2010 2012, by and among CHEMTURA CORPORATIONTHE TALBOTS, INC., a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers ), THE TALBOTS GROUP, LIMITED PARTNERSHIP, a Massachusetts limited partnership (as hereinafter defined“Talbots Group”), TALBOTS CLASSICS FINANCE COMPANY, INC., a Delaware corporation (“Talbots Finance”) (each, including the Company, the Talbots Group and Talbots Finance are sometimes referred to herein collectively as the “Borrowers” and individually as a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (Company, as hereinafter defined) and the Borrower Representative, each other banks, financial institutions and other institutional lenders Person from time to time party hereto (each, as a “LenderCredit Party”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank NATIONAL ASSOCIATION (in such its individual capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agentAgent for the several financial institutions from time to time party to this Agreement (collectively, CITIBANK. N.A. (the “Citibank”), BARCLAYS BANK PLC (Lenders” and individually each a “Barclays BankLender”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), for itself as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”)a Lender, and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”)such Lenders.
Appears in 1 contract
Sources: Term Loan Agreement (Talbots Inc)
Schedules. Schedule I 1 - Commitments and Applicable Lending Offices Certain Existing Liens Schedule II 2 - Adjusted EBITDA Charges Schedule 3 - Real Property Schedule 4 - Existing Debt Schedule 5 - Existing Restrictive Agreements Schedule 6 - Intellectual Property Schedule 7 - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS -------- Exhibit A A-1 - Form of Revolving Credit Note Exhibit B-1 A-2 - Form of Term Note Exhibit B - Form of Notice of Revolving Credit Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H D-1 - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY for the Company Exhibit D-2 - Form of Opinion of Special New York Counsel to the Company Exhibit E - Form of Opinion of Special New York Counsel to the Administrative Agent Exhibit F - Form of Opinion of Local Counsel to the Obligors Exhibit G-1 - Form of Designation Letter Exhibit G-2 - Form of Termination Letter Exhibit H - Form of Non-Sharing Intercreditor Agreement Exhibit I - Form of Non-Sharing Security and Guarantee Agreement Exhibit J - Form of Guarantee and Assumption Agreement Exhibit K - Form of Sharing Intercreditor Agreement Exhibit L - Form of Sharing Security Agreement Exhibit M - Form of Junior Intercreditor Agreement Exhibit N - Form of Junior Security Agreement Exhibit O - Form of Terms of Subordination SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of November 10July 25, 2010 among CHEMTURA CORPORATION2002 between SOLUTIA INC., a Delaware corporation (the “"Company”) and "), ------- the banks (each of the Subsidiary Borrowers (as hereinafter defined) (eachan "Initial Lender" and, including the Company, a “Borrower”, and collectively, the “Borrowers”)"Initial -------------- ------- Lenders") listed on the signature pages hereof, the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANKBANK OF AMERICA, N.A., as the initial issuing bank ------- Syndication Agent (in such capacity, together with its successors in such capacity, the “Initial Issuing Bank”"Syndication Agent"), BANK OF AMERICAand CITIBANK, N.A. (“Bank of America”"Citibank"), as ----------------- -------- administrative and collateral agent (or any successor appointed pursuant to Article VIIin such capacity, together with its successors in such capacity, the “"Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”"), as syndication agentherein provided. -------------------- PRELIMINARY STATEMENTS Capitalized terms used in these Preliminary Statements and not otherwise defined have the meanings assigned to them in Section 1.01. The Company, CITIBANKthe Initial Lenders, the Syndication Agent and the Administrative Agent are parties to an Amended and Restated Five Year Credit Agreement dated as of November 23, 1999 (as amended by Amendment No. N.A. 1 thereto dated as of November 21, 2000, Amendment No. 2 thereto dated as of February 1, 2001 and Amendment No. 3 thereto dated as of November 15, 2001, the "Existing Credit Agreement") providing, subject to the terms and ------------------------- conditions thereof, for the making of advances in an aggregate principal amount not exceeding $800,000,000 at any one time outstanding. The parties hereto now agree to restructure the Existing Credit Agreement in its entirety into a Second Amended and Restated Credit Agreement, among other things to extend the commitments thereunder, to convert a portion of the Advances outstanding thereunder into term advances hereunder of the Company and certain of its subsidiaries, to permit the continued extension of credit by means of loans and letters of credit in an aggregate principal or face amount (“Citibank”), BARCLAYS BANK PLC including such term advances) up to but not exceeding $600,000,000 at any one time outstanding to finance the working capital requirements (“Barclays Bank”including intercompany loans) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC other general corporate purposes (“GS”)including capital expenditures) of the Company and its subsidiaries, as co-documentation agentsto modify certain covenants and to make certain other changes to the Existing Credit Agreement, ▇▇▇▇▇▇▇ LYNCHall on the terms and conditions set forth herein, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo it being the intention of the parties hereto that the Advances outstanding under the Existing Credit Agreement on the Restatement Date shall continue and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (remain outstanding and not be deemed to have been repaid on the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”)Restatement Date.
Appears in 1 contract
Sources: Credit Agreement (Solutia Inc)
Schedules. Schedule I - Commitments 1.1 Pricing Matrix Schedule 1.2 Percentages and Applicable Lending Offices Allocations Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - 1.3 Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components 1.4 Acquisition Documents Schedule 1.01B - Subsidiary Borrowers 5.2 List of Jurisdictions in which Borrower and/or Subsidiaries do business Schedule 1.01C - Guarantors 5.3(a) Real Estate Requirements Schedule 4.01(a5.3(b) - Equity Investments; List of Jurisdictions in which to file financing statements Schedule 6.4 Owned and Leased Real Property/Locations of Equipment, Inventory and Books and Records Schedule 6.9 Compliance with Laws Schedule 6.12 Litigation Schedule 6.16 Employee Pension Benefit Plans Schedule 6.18 Environmental Matters Schedule 6.19 Subsidiaries / Significant Subsidiaries Schedule 4.01(b6.20(c) - Loan Parties Contingent Obligations Schedule 4.01(i) - Disclosures 6.23 Capitalization Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date 8.1 Existing Funded Debt Schedule 4.01(u8.2(f) - Permitted Liens Schedule 5.01(m8.3 Existing Guaranties Schedule 8.7(b) - Listed Subsidiaries Existing Investments Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for 13.6 Notices Exhibit A - Form of Revolving FORM OF REQUEST FOR REVOLVING CREDIT ADVANCE B FORM OF REVOLVING CREDIT NOTE C FORM OF SWING LINE NOTE D FORM OF REQUEST FOR SWING LINE ADVANCE E-1 FORM OF NOTICE OF LETTERS OF CREDIT STANDBY E-2 FORM OF NOTICE OF LETTER OF CREDIT DOCUMENTARY F FORM OF SWING LINE LENDER PARTICIPATION CERTIFICATE G [RESERVED] H FORM OF ASSIGNMENT AGREEMENT I FORM OF COVENANT COMPLIANCE REPORT J FORM OF TERM NOTE K FORM OF INTERCOMPANY NOTE L FORM OF TERM LOAN RATE REQUEST M FORM OF GUARANTY N FORM OF BORROWING BASE CERTIFICATE O FORM OF SECURITY AGREEMENT This Sixth Amended and Restated Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated is made as of November 10the 11th day of December, 2010 2006, by and among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party from time to time signatory hereto (each, individually a “Lender”, and together with the Initial Lenders ,” and any other person that becomes a Lender hereunder pursuant to Section 10.07, and all such financial institutions collectively the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A.Comerica Bank, as Bookrunner, Co-Lead Arranger and Administrative Agent for the initial issuing bank Lenders (in such capacity, the “Initial Issuing BankAgent”), BANK OF AMERICANational City Bank, N.A. as Co-Lead Arranger, Joint Bookrunner and Co-Syndication Agent, JPMorgan Chase Bank, N.A., as Co-Syndication Agent, BMO Capital Markets Financing, Inc., as Documentation Agent and Noble International, Ltd., a Delaware corporation (“Bank of America”), as administrative and collateral agent (Noble” or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “BookrunnersBorrower”).
Appears in 1 contract
Schedules. Schedule I - Commitments and Applicable Lending Offices 2.01 -- Commitments; Tranche A Credit-Linked Deposits Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - 2.05 -- Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components 3.07 -- Landfills Schedule 1.01B - Subsidiary Borrowers 3.08 -- Subsidiaries; Equity Investments Schedule 1.01C - Guarantors 3.09 -- Litigation Schedule 4.01(a3.15 -- Employee Benefit Plans Schedule 3.16 -- Environmental Matters Schedule 3.17 -- Insurance Schedule 6.01 -- Existing Indebtedness Schedule 6.02(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - -- Existing Liens Schedule 5.01(m6.02(b) - Listed Subsidiaries -- Existing Liens To Be Released Schedule 5.02(r) - Exempt Accounts 6.05 -- Investments Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices 6.08 -- Required Joint Venture Restricted Payments EXHIBITS: Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - -- Form of Assignment and Acceptance Exhibit D - B -- Form of Intercreditor Amended and Restated Collateral Trust Agreement Exhibit C -- Form of Amended and Restated Indemnity, Subrogation and Contribution Agreement Exhibit D -- Form of Amended and Restated Non-Shared Collateral Pledge Agreement Exhibit E - -- Form of Borrowing Base Certificate Exhibit F - Form of Amended and Restated Non-Shared Collateral Security Agreement Exhibit G - F -- Form of Guaranty Amended and Restated Parent Guarantee Agreement Exhibit G-1 -- Form of Non-Shared Collateral Perfection Certificate Exhibit G-2 -- Form of Shared Collateral Perfection Certificate Exhibit H - -- Form of Amended and Restated Shared Collateral Pledge Agreement Exhibit I -- Form of Amended and Restated Shared Collateral Security Agreement Exhibit J -- Form of Amended and Restated Subsidiary Guarantee Agreement Exhibit K-1 -- Form of Legal Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10, 2010 among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ INCORPORATED (“MLPF&S”), LLP Exhibit K-2 -- Form of Legal Opinion of ▇▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC▇. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ FargoExhibit L -- Form of Portfolio Exemption Certificate CREDIT AGREEMENT dated as of July 21, CGMI1999, BARCLAYS CAPITALas amended and restated as of August 20, 2003, among ALLIED WASTE INDUSTRIES, INC., ALLIED WASTE NORTH AMERICA, INC., the investment banking division of Barclays Bank LENDERS party hereto, JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent, CITICORP NORTH AMERICA, INC., as Syndication Agent, and UBS AG, CAYMAN ISLANDS BRANCH, CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Co-Documentation Agents. On the Effective Date (“Barclays Capital”such term and each other capitalized term used but not otherwise defined in this preamble having the meaning assigned to it in Article I below), the Borrower, Allied Waste, the Administrative Agent and GScertain of the Lenders entered into this Agreement pursuant to which certain of the Lenders thereunder agreed to extend credit to the Borrower on a revolving credit basis and to make term loans to the Borrower. The parties hereto desire to amend this Agreement and to restate it in its entirety giving effect to such amendment. Between March 1, as joint bookrunners 2003 and April 15, 2003, Allied Waste and the Borrower consummated a series of transactions pursuant to which (a) Allied Waste issued common stock in an underwritten public offering (the “Bookrunners”"Common Equity Offering") for aggregate gross cash proceeds of $100,000,000, (b) Allied Waste issued its 6-1/4% Series C Senior Mandatory Convertible Preferred Stock in a public offering (the "Mandatory Convertible Offering", and together with the Common Equity Offering, the "Equity Offerings") for aggregate gross cash proceeds of $345,000,000, (c) the Borrower issued $450,000,000 aggregate principal amount of 7?% Senior Notes due 2013 (the "2003 Senior Notes") in a public offering (the "Senior Note Offering") and (d) a Securitization Vehicle issued Third Party Securities in an aggregate principal amount of $149,000,000 in connection with a Securitization (the "March 2003 Securitization").. On the Restatement Effective Date, (a) this Agreement will be amended and restated in the form hereof and (b) all loans outstanding under the Original Credit Agreement will be repaid and the lending commitments under the Original Credit Agreement will be replaced by the Commitments. The Equity Offerings, the Senior Note Offering, the March 2003 Securitization, the amendment and restatement of this Agreement and the repayment of loans and replacement of commitments under the Original Credit Agreement shall be collectively referred to herein as the "Recapitalization". The Borrower has requested the Lenders to extend credit hereunder in the form of Term Loans to be made on the Restatement Effective Date in an aggregate principal amount of $1,200,000,000, Tranche A Credit-Linked Deposits to be made on the Restatement Effective Date in an aggregate amount of $200,000,000, Revolving Loans, Revolving Letters of Credit and Swingline Loans to be made or issued at any time and from time to time on or after the Restatement Effective Date and prior to the Revolving Maturity Date in an aggregate principal or face amount at any time outstanding not in excess of $1,500,000,000 and Tranche A Letters of Credit to be issued at any time and from time to time on and after the Restatement Effective Date and prior to the Tranche A Maturity Date in an aggregate amount at any time outstanding not in excess of $200,000,000, (subject to the limitations set forth herein). The proceeds of the Term Loans and the Revolving Loans made on the Restatement Effective Date will be used, together with the proceeds of the Equity Offerings, the March 2003 Securitization and the Senior Note Offering, (i) to repay all amounts due or outstanding under the Original Credit Agreement on the Restatement Effective Date and (ii) to pay fees and expenses incurred in connection with the Transactions. The proceeds of Revolving Loans and Swingline Loans made after the Restatement Effective Date will be used solely for general corporate purposes. Letters of Credit will be used solely to support payment obligations of the Borrower and the Subsidiaries incurred in the ordinary course of business. The Lenders and the Swingline Lenders are willing to extend such credit and the Issuing Banks are willing to issue Letters of Credit on the terms and subject to the conditions set forth herein. Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree that this Agreement shall, upon satisfaction of the conditions set forth in Section 4.01, be amended and restated to read in its entirety as follows:
Appears in 1 contract
Schedules. Schedule I - Commitments 1.1 Pricing Matrix Schedule 1.2 Percentages and Applicable Lending Offices Allocations Schedule II - Designated Account Debtors 1.3 Permitted Borrower Sublimits Schedule III - Form 6.2 List of Invoices Jurisdictions in which Company and/or Subsidiaries do business Schedule IV - Existing Letters 6.3 List of Credit Jurisdictions in which to file financing statements Schedule 1.01A - Fixed Charge Coverage Ratio Components 6.12 Leased Property Schedule 1.01B - Subsidiary Borrowers 7.9 Compliance with Laws Schedule 1.01C - Guarantors 7.12 Litigation Schedule 4.01(a) - Equity Investments; 7.16 Employee Pension Benefit Plans Schedule 7.18 Environmental Matters Schedule 7.19 Subsidiaries Schedule 4.01(b) - Loan Parties 7.20 Contingent Obligations Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date 7.23 Existing Funded Debt Schedule 4.01(u) - 7.25 Capitalization Schedule 9.1 Existing Funded Debt Schedule 9.2 Permitted Liens Schedule 5.01(m9.3 Existing Guaranties Schedule 9.8 Existing Investments Schedule 14.6 Notices EXHIBITS A FORM OF REQUEST FOR REVOLVING CREDIT ADVANCE B FORM OF REVOLVING CREDIT NOTE C FORM OF SWING LINE NOTE D FORM OF REQUEST FOR SWING LINE ADVANCE E FORM OF SWING LINE BANK PARTICIPATION CERTIFICATE F FORM OF NOTICE OF LETTERS OF CREDIT G-1 FORM OF TERM NOTE-A G-2 FORM OF TERM NOTE-B H FORM OF PERMITTED BORROWER ADDENDUM I FORM OF ASSIGNMENT AGREEMENT J-1 FORM OF DOMESTIC GUARANTY (including Exhibit "A" - Joinder Agreement) J-2 FORM OF FOREIGN GUARANTY (including Exhibit "A" - Listed Subsidiaries Schedule 5.02(rJoinder Agreement) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Exhibit A - Form of K FORM OF DOMESTIC SECURITY AGREEMENT L FORM OF TERM LOAN RATE REQUEST M FORM OF COVENANT COMPLIANCE REPORT AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT This Amended and Restated Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Term Loan Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “"Agreement”") dated is made as of November 10the 1st day of October, 2010 1998, by and among CHEMTURA CORPORATION, the financial institutions from time to time signatory hereto (individually a Delaware corporation ("Bank," and any and all such financial institutions collectively the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”"Banks"), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A.Comerica Bank, as agent for the initial issuing bank Banks (in such capacity, the “Initial Issuing Bank”"Agent"), BANK OF AMERICAAutocam Corporation, N.A. a Michigan corporation (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”"Autocam") for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender Permitted Borrowers (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”defined below) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”)from time to time signatory hereto.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Autocam Corp/Mi)
Schedules. Schedule I - Commitments and Applicable Lending Offices Guarantors Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV 1.01 - Existing Letters of Credit Schedule 1.01A 2.01 - Fixed Charge Coverage Ratio Components Commitments and Pro Rata Shares Schedule 1.01B 2.01A - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Letter of Credit Commitments Schedule 4.01(b) - Loan Parties Subsidiaries Schedule 4.01(i4.01(d) - Disclosures Authorizations, Approvals, Actions, Notices and Filings Schedule 4.01(m4.01(p) - ERISA Plans and Multiemployer Plans Schedule 4.01(q) - Environmental Liabilities Disclosure Schedule 4.01(r) - Open Years Schedule 4.01(t) - Surviving Debt and Effective Date Debt Owned Real Property Schedule 4.01(u) - Leased Real Property Schedule 4.01(v) - Intellectual Property Schedule 4.01(aa) - Labor and Collective Bargaining Agreements Schedule 5.02(a) - Liens Schedule 5.01(m5.02(b) - Listed Subsidiaries Debt Schedule 5.02(r5.02(f) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Investments Exhibit A - Form of Revolving Credit Note Exhibit B-1 B - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Assumption Exhibit D - Form of Intercreditor Agreement Guaranty Supplement Exhibit E - Form of Borrowing Base Solvency Certificate Exhibit F - Form of Security Agreement Notice of Loan Prepayment Exhibit G - Form of Guaranty Secured Party Designation Notice Exhibit H - Form of Opinion Letter of Counsel SENIOR SECURED REVOLVING FACILITY Credit Report AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) AGREEMENT, dated as of November 10June 17, 2010 2022, among CHEMTURA CORPORATIONCRACKER BARREL OLD COUNTRY STORE, INC., a Delaware Tennessee corporation (the “CompanyBorrower”) and each of ), the Subsidiary Borrowers Guarantors (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders lenders who are or may become a party to this Agreement pursuant to the terms hereof (as hereinafter defined) and collectively with the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07hereto, the “Lenders”), ▇▇▇▇▇ FARGO BANKand BANK OF AMERICA, N.A., as the initial issuing bank collateral agent (together with any successor collateral agent appointed pursuant to Article VII, in such capacity, the “Initial Issuing BankCollateral Agent”), BANK OF AMERICA, N.A. ) for the Secured Parties (“Bank of America”), as hereinafter defined) and as administrative and collateral agent (or together with any successor administrative agent appointed pursuant to Article VII, in such capacity, the “Administrative Agent” and, together with the Collateral Agent, the “Agents”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).
Appears in 1 contract
Sources: Credit Agreement (Cracker Barrel Old Country Store, Inc)
Schedules. Schedule I - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - 1.01 -- Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries 2.01 -- Commitments Schedule 4.01(b) - Loan Parties 3.06 -- Disclosed Matters Schedule 4.01(i) - Disclosures 6.01 -- Existing Indebtedness Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - 6.02 -- Existing Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices 6.08 -- Existing Restrictions EXHIBITS: Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - -- Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - B -- Form of Opinion of PCA's Deputy General Counsel SENIOR SECURED REVOLVING FACILITY Exhibit C -- Form of Opinion of Capstone's Counsel Exhibit D -- Form of 368(a) Reorganization Opinion Exhibit E -- Form of Guarantee Agreement Exhibit F -- Form of Indemnity, Subrogation and Contribution Agreement CREDIT AGREEMENT (this “Agreement”) dated as of November 10December 3, 2010 1997, among CHEMTURA CORPORATIONPHARMACY CORPORATION OF AMERICA, a California corporation ("PCA"), CAPSTONE PHARMACY SERVICES, INC., a Delaware corporation which, upon the Merger referred to below, will change its name to PharMerica, Inc. (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”"Capstone"), the Initial Lenders (as hereinafter defined) and the other banksLENDERS party hereto, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and CIBC OPPE▇▇▇▇▇▇▇ ▇▇▇P., as Syndication Agent, BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Documentation Agent and THE CHASE MANHATTAN BANK, as Administrative Agent. Pursuant to an Agreement and Plan of Merger dated as of April 15, 1997 (the "Merger Agreement"), between Capstone and Beve▇▇▇ LENDING PARTNERS LLC ▇▇▇erprises, Inc., a Delaware corporation (“GS”"Beve▇▇▇"), as co-documentation agentsCapstone will combine its business with the institutional pharmacy business of Beve▇▇▇. ▇▇ effect such combination, (a) PCA, a wholly owned subsidiary of Beve▇▇▇, ▇▇ll, in its capacity as the Borrower (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), borrow hereunder to repay an intercompany loan (the "Intercompany Loan") from Beve▇▇▇ ▇▇ an outstanding principal amount equal to approximately $275,000,000, (b) Beve▇▇▇ ▇▇▇l transfer (the "Restructuring") to New Beve▇▇▇ LYNCH, PIERCE, ▇▇▇dings, Inc. ("NBHI") its Remaining Health Care Assets and its Remaining Health Care Liabilities (as each such term is defined in the Merger Agreement), (c) all the capital stock of NBHI will be distributed to the stockholders of Beve▇▇▇ & (▇▇e "Distribution"), (d) Beve▇▇▇ ▇▇▇▇▇ INCORPORATED l merge (“MLPF&S”the "Merger") with and into Capstone, with Capstone being the surviving corporation of the Merger on the terms set forth in the Merger Agreement, (e) Capstone will assume the obligations of PCA hereunder and become the Borrower hereunder pursuant to and in accordance with Section 9.14 and (f) Capstone will borrow hereunder to refinance the Credit Agreement dated as of December 6, 1996, among Capstone, Bankers Trust Company and the banks named therein (the "Existing Credit Agreement" and, together with the Intercompany Loan, the "Existing Indebtedness"), ▇▇▇▇▇ Fargo in the outstanding amount of approximately $109,000,000. The transactions described in this paragraph are collectively referred to herein as the "Transactions". The Borrower has requested the Lenders to extend credit in the form of Loans at any time and CITIGROUP GLOBAL MARKETS INCfrom time to time prior to the Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $550,000,000. The proceeds of the Loans are to be used (“CGMI”)a) on the Closing Date, as joint lead arrangers to refinance the Intercompany Loan, (b) on and after the “Lead Arrangers”)Closing Date, to pay fees and MLPF&Sexpenses in connection with the Transactions, ▇▇▇▇▇ Fargo(c) substantially simultaneously with the consummation of the Merger, CGMIto repay any loans outstanding under the Existing Credit Agreement and (d) upon and after the consummation of the Merger, BARCLAYS CAPITALfor general corporate purposes, including Permitted Acquisitions. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, parties hereto agree as joint bookrunners (the “Bookrunners”).follows:
Appears in 1 contract
Sources: Credit Agreement (Pharmerica Inc)
Schedules. Schedule I - Commitments and Applicable Lending Offices 1.01I—Identified Indentures Schedule II - Designated Account Debtors 1.01M—Mortgaged Properties Schedule III - Form of Invoices Schedule IV - 2.04—Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; 3.12—List of Subsidiaries Schedule 4.01(b) - Loan Parties 6.01—Existing Liens Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving 6.05—Existing Debt and Effective Date Debt Preferred Stock Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices 6.10—Existing Affiliate Transactions EXHIBITS: Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - – Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - B-1 – Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10Skadden, 2010 among CHEMTURA CORPORATIONArps, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”)Slate, ▇▇▇▇▇▇▇ FARGO BANK& ▇▇▇▇ LLP & Affiliates, N.A.special counsel for the Credit Parties, as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed delivered pursuant to Article VII, the “Administrative Agent”Section 4.01(b) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), Exhibit B-2 – Form of Opinion of ▇▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇. ▇▇▇▇▇ Fargo”)▇▇, as syndication agentAssociate General Counsel, CITIBANK. N.A. (“Citibank”)Corporate, BARCLAYS BANK PLC (“Barclays Bank”Finance and Ventures, of Xerox, delivered pursuant to Section 4.01(b) and Exhibit B-3 – Form of Opinion of Fasken ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LENDING PARTNERS LLC LLP, Canadian counsel for XCD, delivered pursuant to Section 4.01(b) Exhibit B-4 – Form of Opinion of Lovells, United Kingdom counsel for the Credit Parties, delivered pursuant to Section 4.01(b) Exhibit B-5 – Form of Opinion of the Counsel of XCD, delivered pursuant to Section 4.01(b) Exhibit B-6 – Form of Opinion of the General Counsel of XCE, delivered pursuant to Section 4.01(b) Exhibit B-7 – Form of Opinion of counsel for each additional Overseas Borrower Exhibit C – Form of Security Agreement Exhibit D-1 – Form of Oklahoma Mortgage Exhibit D-2 – Form of Oregon Deed of Trust Exhibit D-3 – Form of New York Mortgage Exhibit E – Form of Election to Participate Exhibit F – Form of Election to Terminate Exhibit G-1 – Form of Term Note Exhibit G-2 – Form of Revolving Note Exhibit H – Form of Intercompany Subordination Terms Exhibit I – Form of Basket Lien Certificate CREDIT AGREEMENT dated as of June 19, 2003 (this “Agreement”) among XEROX CORPORATION, a New York corporation (“GSXerox”), the Overseas Borrowers from time to time party hereto, the LENDERS party hereto, JPMORGAN CHASE BANK, as co-documentation agentsAdministrative Agent, Collateral Agent and LC Issuing Bank, DEUTSCHE BANK SECURITIES, INC., as Syndication Agent and CITICORP NORTH AMERICA, INC., ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”)UBS SECURITIES LLC, as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”)Co-Documentation Agents.
Appears in 1 contract
Sources: Credit Agreement (Xerox Corp)
Schedules. Schedule I - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Affiliated Transactions Schedule III - Form of Invoices Agreements with Negative Pledge Clauses Schedule IV 1.01(a) - Existing Letters of Credit Schedule 1.01A 1.01(b) - Fixed Charge Coverage Ratio Components Surviving Debt Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) 4.01 - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i4.01(j) - Disclosures Schedule 4.01(m5.02(a) - Environmental Liabilities Existing Liens Schedule 4.01(t5.02(e) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Existing Investments Exhibit A A-1 - Form of Revolving Credit Note Exhibit B-1 A-2 - Form of Term Note Exhibit B - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D D-1 - Form of Intercreditor Agreement Opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP Exhibit D-2 - Form of Opinion of ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP Exhibit E - Form of Borrowing Base Tax Compliance Certificates Exhibit F - Form of Compliance Certificate Exhibit F G - Form of Security Agreement Exhibit G H - Form of Guaranty Supplement Exhibit H I - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY Solvency Certificate CREDIT AND GUARANTY AGREEMENT (this “Agreement”) dated as of November 10August 17, 2010 2017 among CHEMTURA CORPORATION▇▇▇▇ INCORPORATED (formerly known as ▇▇▇▇ Holding Corporation), a Delaware corporation (the “CompanyBorrower”) ), and each of the Subsidiary Borrowers (as hereinafter defined) direct and indirect subsidiaries of the Borrower signatory hereto (each, including the Company, a “BorrowerGuarantor”, and and, collectively, together with any person that becomes a Guarantor hereunder pursuant to Section 8.05, the “BorrowersGuarantors”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together collectively with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.079.07 or to Amendment No. 1 (as defined below), the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICACITIBANK, N.A. (“Bank of AmericaCITI”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCECITI, LLC as collateral agent (or any successor appointed pursuant to Article VII, the “Collateral Agent”) for the Lender Parties and the other Secured Parties, CITIGROUP GLOBAL MARKETS INC. (“▇▇▇▇▇ FargoCGMI”), as syndication agentJPMORGAN CHASE BANK, CITIBANK. N.A. (“CitibankJPM”), BARCLAYS BANK PLC OF AMERICA, N.A. (“Barclays BankBofA”) and ), ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC BANK USA (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED ) and BARCLAYS BANK PLC (“MLPF&SBarclays”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), ) as joint lead arrangers and joint bookrunners (the “Joint Lead Arrangers”), and MLPF&SJPM, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), BofA and GS, as joint bookrunners syndication agents (the “BookrunnersSyndication Agents”), ROYAL BANK OF CANADA (“Royal Bank”), UBS SECURITIES LLC (“UBS”), CREDIT SUISSE SECURITIES (USA) LLC (“CS”), CITIZENS BANK N.A. (“Citizens”), BMO CAPITAL MARKETS (“BMO”) and FIFTH THIRD BANK (“FTB”), as documentation agents (the “Documentation Agents”).
Appears in 1 contract
Schedules. Schedule I 1.01(a) - Refinanced Debt Schedule 2.01 - Commitments and Applicable Lending Offices Schedule II 3.03 - Designated Account Debtors Material Litigation Schedule III 3.06 - Form of Invoices Government Approvals Schedule IV 6.07 - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Outstanding Indebtedness After Giving Effect to the Acquisition EXHIBITS: --------- Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H B-1 - Form of Opinion of Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton LLP, counsel for the Borrowers Exhibit B-2 - Form of Opinion of ▇▇▇▇ ▇▇▇▇▇▇, Assistant General Counsel SENIOR SECURED REVOLVING FACILITY of Northrop Grumman Corporation Exhibit B-3 - Form of Opinion of W. ▇▇▇▇▇ ▇▇▇▇▇, General Counsel of ▇▇▇▇▇▇ Industries, Inc. Exhibit B-4 - Form of Opinion of ▇▇▇▇, ▇▇▇▇▇▇▇ LLP, special New York counsel for the Borrowers Exhibit C - Form of Note Exhibit D - Form of Confidentiality Agreement FIVE-YEAR CREDIT AGREEMENT (this “Agreement”) dated as of November 10March 30, 2010 2001, among CHEMTURA NNG, INC., a Delaware corporation (the "Company"); NORTHROP GRUMMAN CORPORATION, a Delaware corporation (the “Company”) and each "Northrop Operating"); at all times after it shall have become a subsidiary of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇▇ FARGO BANKINDUSTRIES, N.A.INC., as the initial issuing bank a Delaware corporation (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), "▇▇▇▇▇▇ FARGO CAPITAL FINANCEOperating" and, LLC (“▇▇▇▇▇ Fargo”together with the Company and Northrop Operating, the "Borrowers"); the LENDERS party hereto, THE CHASE MANHATTAN BANK and CREDIT SUISSE FIRST BOSTON, as syndication agentCo-Administrative Agents, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCHINC., PIERCEas Syndication Agent, and THE BANK OF NOVA SCOTIA and DEUTSCHE BANC ALEX. ▇▇▇▇▇ INC. as Co-Documentation Agents. The Company intends to acquire (the "Acquisition") ▇▇▇▇▇▇ Operating pursuant to the Amended and Restated Agreement and Plan of Merger dated as of January 23, 2001 (the "Merger Agreement"), among Northrop Operating, LII Acquisition, Inc. ("▇▇▇▇▇▇ Merger Sub") and ▇▇▇▇▇▇ Operating. Pursuant to the Merger Agreement, ▇▇▇▇▇▇ & Merger Sub has made an offer (the "Exchange Offer") to acquire all the issued and outstanding capital stock of ▇▇▇▇▇▇ INCORPORATED Operating for consideration consisting of (“MLPF&S”), a) in the case of ▇▇▇▇▇▇ Fargo Operating's common stock, at the election of the holders thereof and CITIGROUP GLOBAL MARKETS INC. subject to certain other conditions and adjustments, (“CGMI”)i) $80.25 per common share, as joint lead arrangers net to the Seller in cash, and/or (ii) a combination of new common stock of the “Lead Arrangers”), Company (approximately 13,000,000 shares in the aggregate) and/or new preferred stock of the Company (valued at up to $350,000,000 in the aggregate) and MLPF&S, (b) in the case of ▇▇▇▇▇▇ FargoOperating's preferred stock, CGMI$35 per share, BARCLAYS CAPITALnet to the Seller in cash. Immediately prior to the consummation of the Exchange Offer, the investment banking division Company will cause a newly formed, wholly-owned subsidiary ("Northrop Merger Sub") to merge (the "Northrop Merger") with and into Northrop Operating, as consideration for which the existing stockholders of Barclays Bank Northrop Operating will receive common stock of the Company. As promptly as practicable following the consummation of the Exchange Offer, (“Barclays Capital”)i) ▇▇▇▇▇▇ Merger Sub will merge with and into ▇▇▇▇▇▇ Operating (the "▇▇▇▇▇▇ Merger" and, together with the Northrop Merger, the "Mergers") in a transaction in which, subject to stockholders' dissent rights, each issued and outstanding share of common stock of ▇▇▇▇▇▇ Operating not acquired in the Exchange Offer will be converted into the right to receive $80.25 per common share in cash and (ii) ▇▇▇▇▇▇ Operating will become a party to this Agreement as a Borrower. The aggregate consideration payable to the stockholders of ▇▇▇▇▇▇ Operating in the Acquisition will be approximately not greater than $4,000,000,000 in cash and stock. In connection and substantially concurrent with the Acquisition, Northrop Operating and ▇▇▇▇▇▇ Operating will repay all amounts outstanding under, and GSterminate, as joint bookrunners their primary existing bank credit agreements (the “Bookrunners”)."Existing Credit Agreements") and repay the Refinanced Debt. The parties hereto agree as follows:
Appears in 1 contract
Sources: Revolving Credit Agreement (NNG Inc)
Schedules. Schedule I - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Initial Unencumbered Properties Schedule III - Form of Invoices Reserved Schedule IV - On-Campus Participating Properties Schedule V - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Subsidiaries Schedule 4.01(i4.01(d) - Disclosures Authorizations, Approvals, Actions, Notices and Filings Schedule 4.01(m4.01(f) - Environmental Liabilities Disclosed Litigation Schedule 4.01(t4.01(n) - Surviving Debt and Effective Date Debt Schedule 4.01(u4.01(o) - Existing Liens Schedule 5.01(m4.01(p) - Listed Subsidiaries Real Estate Assets Schedule 5.02(r4.01(r) - Exempt Accounts Environmental Matters Schedule 10.02 4.01(x) - Administrative Agent’s Office, Plans and Welfare Plans Schedule 4.01(y) - Certain Addresses for Notices Condemnation Proceedings Schedule 4.01(bb) - Debt of On-Campus Participating Entities Exhibit A - Form of Revolving Credit Note Exhibit B-1 B - Form of Notice of Borrowing Exhibit B-2 C - Form of Swing Line Advance Notice of Issuance Exhibit C D - Form of Guaranty Supplement Exhibit E - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY to the Loan Parties Exhibit G - Reserved Exhibit H - Form of Unencumbered Property Certificate FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 11, 2017 (this “Agreement”) dated as of November 10, 2010 among CHEMTURA CORPORATIONAMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP, a Delaware Maryland limited partnership (the “Borrower”), AMERICAN CAMPUS COMMUNITIES, INC., a Maryland corporation (the “CompanyParent Guarantor”) and each of the Subsidiary Borrowers ), any Additional Guarantors (as hereinafter defined) acceding hereto pursuant to Section 7.05 (eachthe “Subsidiary Guarantors” and, including together with the Company, a “Borrower”, and collectivelyParent Guarantor, the “BorrowersGuarantors”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto listed on the signature pages hereof as the initial lenders (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Initial Lenders”), ▇▇▇▇▇ FARGO BANK, N.A.KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as the initial issuing bank issuer of Letters of Credit (in such capacity, as hereinafter defined) (the “Initial Issuing Bank”), BANK OF AMERICAthe Swing Line Bank (as hereinafter defined), N.A. (“Bank of America”)KeyBank, as administrative and collateral agent (or together with any successor administrative agent appointed pursuant to Article VIIVIII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO JPMORGAN CHASE BANK, N.A. and CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”)ONE NATIONAL ASSOCIATION, as co-syndication agentagents, CITIBANK. N.A. (“Citibank”)BANK OF AMERICA, BARCLAYS N.A., U.S. BANK PLC (“Barclays Bank”) NATIONAL ASSOCIATION, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”)COMPASS BANK, as co-documentation agents, and KEYBANC CAPITAL MARKETS INC., ▇.▇. ▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo SECURITIES LLC and CITIGROUP GLOBAL MARKETS INC. (“CGMI”)CAPITAL ONE NATIONAL ASSOCIATION, as joint lead arrangers (collectively the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).
Appears in 1 contract
Sources: Credit Agreement (American Campus Communities Operating Partnership LP)
Schedules. A-1 A-2 B 1.01A Commitments as of the Closing Date Commitments as of the Restatement Effective Date Notice Addresses Designated Servicing Agreement Schedule I - Commitments 1.01B 1.01C 3.01 Market Value Senior Management Closing Date Credit Documents and Applicable Lending Certain Deliverables 3.05 4.01 Restatement Effective Date Credit Documents and Certain Deliverables Jurisdictions of Organization and Qualification 4.02 Capital Stock and Ownership 4.11 Insurance 4.12 Adverse Proceedings 4.13 Taxes 4.14 Real Estate Assets 4.15 Environmental Matters 4.17 Material Contracts 4.21 Employee Benefit Plans 4.24 4.27 Eligible Receivables, Eligible Mortgage Loans and other First Lien Collateral Locations of Books and Records 4.30 Filing Offices Schedule II - Designated Account Debtors Schedule III - 4.39 4.41(a) Representations and Warranties Relating to Eligible Mortgage Loans Servicers and Subservicers of Eligible Mortgage Loans 4.41(b) Specified Servicing Agreements 6.01 6.02(h)(i) 6.02(h)(ii) 6.05 Existing Indebtedness Existing Liens – Borrowers and Borrowers REO Subsidiaries Existing Liens – Junior Lien Collateral Existing Restrictions on Subsidiary Distributions 6.06 Existing Investments 6.08 Excluded Assets 6.10 Certain Mortgage Loan Servicing Fees EXHIBITS: ▇-▇ ▇-▇ ▇-▇ ▇-▇ ▇-▇ ▇-▇ B-2 B-3 C D Funding Notice Conversion/Continuation Notice Withdrawal Notice Withdrawal Direction Letter Notice of Payment/Commitment Termination Term A-1 Loan Note Term A-2 Loan Note Revolving Loan Note Compliance Certificate Assignment Agreement E Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - U.S. Tax Certificate F Counterpart Agreement G Servicer Acknowledgement and Instruction Letter H-1 GMACM Mortgage Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt Purchase and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment Contribution Agreement H-2 RFC Mortgage Loan Purchase and Acceptance Exhibit D - Form of Intercreditor Contribution Agreement Exhibit E - Form of I Borrowing Base and Collateral Amount Certificate Exhibit F - Form of J Monthly Collateral Report K Initial Approved DIP Budget L-1 Perfection Certificate L-2 Perfection Certificate Supplement M Cash Management Order N-1 Interim Financing Order N-2 Final Financing Order O AFI/Junior Secured Notes Order P EAF Order Q MSR Order R Origination Order S Agreed Upon Procedures Report T-1 Deposit Account Control Agreement – Collection Account T-2 Deposit Account Control Agreement – Borrower Account/Concentration Account U-1 GMACM Receivables Pooling and Purchase Agreement U-2 RFC Receivables Pooling and Purchase Agreement V-1 GMACM Receivables Purchase Agreement V-2 RFC Receivables Purchase Agreement W Borrowers Pledge and Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY X Deposit Security Agreement Y LOC Security Agreement Z MSR Security Agreement AA ResCap Security Agreement This AMENDED AND RESTATED SUPERPRIORITY DEBTOR-IN- POSSESSION CREDIT AGREEMENT (this “Agreement”) AND GUARANTY AGREEMENT, dated as of November 10May 16, 2010 2012, and amended and restated as of June [ ], 2012, is entered into by and among CHEMTURA CORPORATIONGMACM BORROWER LLC, a Delaware corporation (the “Company”) limited liability company and each special purpose entity, a debtor and a debtor-in-possession in a case under Chapter 11 of the Subsidiary Borrowers Bankruptcy Code, as a borrower (as hereinafter defined) (each"GMACM Borrower"), including the CompanyRFC BORROWER LLC, a “Delaware limited liability company and special purpose entity, a debtor and a debtor-in-possession in a case under Chapter 11 of the Bankruptcy Code, as a borrower ("RFC Borrower”," and together with GMACM Borrower, "Borrowers," and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”"Borrower"), RESIDENTIAL CAPITAL, LLC, a Delaware limited liability company ("ResCap"), GMAC MORTGAGE, LLC, a Delaware limited liability company ("GMACM"), RESIDENTIAL FUNDING COMPANY, LLC, a Delaware limited liability company ("RFC"), and together with CERTAIN SUBSIDIARIES OF RESCAP, each a debtor and a debtor-in-possession in a case under Chapter 11 of the Initial Lenders Bankruptcy Code, as Guarantors, GMACM and any other person that becomes a Lender hereunder pursuant to Section 10.07RFC, as Administrators, Originators, Receivables Custodians and Servicers, GMACM, as GMACM Servicer, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant Lenders party hereto from time to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”)time, BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”"Barclays"), as co-documentation agentsadministrative agent for the Secured Parties (together with its successors and assigns in such capacity, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”"Administrative Agent"), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”)BARCLAYS, as joint lead arrangers collateral agent for the Secured Parties (the “Lead Arrangers”together with its successors and assigns in such capacity, "Collateral Agent"), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GSBARCLAYS, as joint bookrunners syndication agent (the “Bookrunners”together with its successors and assigns in such capacity, "Syndication Agent").
Appears in 1 contract
Sources: Credit Agreement
Schedules. Schedule I - Commitments and Applicable Lending Offices 1 Commitment Amounts Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - 1.1(A) Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components 1.1(B) Existing Hospitals Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a1.1(C) - Equity Investments; NonSignificant Subsidiaries Schedule 4.01(b7.2(a) - Step-Downs of Extended Acquisition Loan Parties Commitments Schedule 4.01(i7.2(b) - Disclosures Step-Downs of Non-Extended Acquisition Loan Commitments Schedule 4.01(m10.6 Litigation Schedule 10.12(a) - Environmental Liabilities Domestic Subsidiaries Schedule 4.01(t10.12(b) - Surviving Debt and Effective Date Debt Foreign Subsidiaries Schedule 4.01(u) - 13.2 Existing Indebtedness Schedule 13.3 Existing Liens Schedule 5.01(m) - Listed Subsidiaries 13.4 Contingent Obligations Schedule 5.02(r) - Exempt Accounts 13.6 Permitted Asset Sales Schedule 10.02 - Administrative Agent’s Office13.7 Investments, Certain Addresses for Notices Loans and Advances Schedule 13.10 Transactions with Affiliates EXHIBITS: Exhibit A-1 Form of Tranche A - Term Note Exhibit A-2 Form of Tranche B Term Note Exhibit A-3 Form of Tranche C Term Note Exhibit A-4 Form of Tranche D Term Note Exhibit A-5 Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - A-6 Form of Swing Line Advance Notice Note Exhibit C - A-7 Form of Assignment and Acceptance Acquisition Loan Note Exhibit D - B-1 Form of Intercreditor Company Pledge Agreement Exhibit E - B-2 Form of Borrowing Base Certificate HoldCo Guarantee Exhibit F - B-3 Form of Security HoldCo Pledge Agreement Exhibit G - B-4 Form of Guaranty Subsidiary Guarantee Exhibit H - B-5 Form of Subsidiary Pledge Agreement Exhibit C-1 Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10Fried, 2010 among CHEMTURA CORPORATIONFrank, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”)Harris, ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo Exhibit C-2 Form of Opinion of the General Counsel of the Company Exhibit D-1 Form of HoldCo Closing Certificate Exhibit D-2 Form of Company Closing Certificate Exhibit D-3 Form of Subsidiary Guarantor Closing Certificate Exhibit E Form of L/C Participation Certificate Exhibit F Form of Swing Line Loan Participation Certificate Exhibit G Form of Assignment and CITIGROUP GLOBAL MARKETS Acceptance Exhibit H Form of Exemption Certificate Exhibit I Form of Qualified Non-U.S. Lender Note Exhibit J-1 Form of Company Acknowledgment Exhibit J-2 Form of HoldCo Acknowledgment Exhibit J-3 Form of Subsidiary Guarantors Acknowledgment AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 26, 1999, among COMMUNITY HEALTH SYSTEMS, INC. ., a Delaware corporation (“CGMI”the "Company" or "CHS"), as joint lead arrangers COMMUNITY HEALTH SYSTEMS HOLDINGS CORP., a Delaware corporation ("HoldCo"), the several lenders from time to time parties hereto (the “Lead Arrangers”"Lenders"), THE CHASE MANHATTAN BANK, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank Co-Agents (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”hereinafter defined).
Appears in 1 contract
Schedules. Schedule I - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Existing Accounts Schedule III - Form of Invoices Affiliated Transactions Schedule IV - Agreements with Negative Pledge Clauses Schedule V - Concentration Limits Schedule 1.01(a) - Existing Letters of Credit Schedule 1.01A 1.01(b) - Fixed Charge Coverage Ratio Components Surviving Debt Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) 4.01 - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i4.01(j) - Disclosures Schedule 4.01(m5.02(a) - Environmental Liabilities Existing Liens Schedule 4.01(t5.02(f) - Surviving Debt and Effective Date Debt Existing Investments Schedule 4.01(u5.02(m) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Permitted Sales and Lease Backs Exhibit A - Form of Revolving Credit Note Exhibit B-1 B - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D D-1 - Form of Intercreditor Opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP Exhibit D-2 - Form of Opinion of ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP Exhibit E - Form of Tax Compliance Certificate Exhibit F - [Reserved] Exhibit G - Form of Amended and Restated Security Agreement Exhibit E H - Form of Guaranty Supplement Exhibit I - Form of Borrowing Base Certificate Exhibit F J - [Reserved] Exhibit K - [Reserved] Exhibit L - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED Solvency Certificate SECOND AMENDED AND RESTATED REVOLVING FACILITY CREDIT AND GUARANTY AGREEMENT (this “Agreement”) dated as of November 10June 20, 2010 2013 among CHEMTURA ▇▇▇▇ HOLDING CORPORATION, a Delaware corporation (the “CompanyBorrower”) ), and each of the Subsidiary Borrowers (as hereinafter defined) direct and indirect subsidiaries of the Borrower signatory hereto (each, including the Company, a “BorrowerGuarantor”, and and, collectively, together with any person that becomes a Guarantor hereunder pursuant to Section 8.05, the “BorrowersGuarantors”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together collectively with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.079.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICACITIBANK, N.A. (“Bank of AmericaCITI”), as administrative and collateral agent (as successor administrative agent to Citicorp USA, Inc. (“CUSA”)) (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and ), CITI as Swing Line Lender collateral agent (as hereinafter defined)successor collateral agent to CUSA) (or any successor appointed pursuant to Article VII, ▇▇▇▇▇ FARGO CAPITAL FINANCEthe “Collateral Agent”) for the Lender Parties and the other Secured Parties, LLC CITIGROUP GLOBAL MARKETS INC. (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays BankCGMI”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMIMLPFS”), as joint lead arrangers (the “Lead Arrangers”), CGMI and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GSMLPFS, as joint bookrunners (the “Joint Bookrunners”), BANK OF AMERICA, N.A., as syndication agent (the “Syndication Agent”), BARCLAYS BANK PLC, DEUTSCHE BANK SECURITIES INC., JPMORGAN CHASE BANK, N.A., UBS SECURITIES LLC, and ▇▇▇▇▇ FARGO BANK, N.A., as documentation agents (the “Documentation Agents”).
Appears in 1 contract
Sources: Revolving Credit and Guaranty Agreement (Dana Holding Corp)
Schedules. Schedule I - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV 1.1(a) - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a1.1(b) - Equity Investments; Revolving Credit Commitments Schedule 4.15 - Subsidiaries Schedule 4.01(b4.19 - Material Contracts Schedule 4.22 - Transactions with Affiliates Schedule 7.2(b) - Loan Parties Intercompany Indebtedness of Restricted Companies Schedule 4.01(i7.2(c) - Disclosures Intercompany Indebtedness of Unrestricted Companies Schedule 4.01(m7.2(e) - Environmental Liabilities Existing Indebtedness and Disqualified Capital Stock Schedule 4.01(t7.3(g) - Surviving Debt and Effective Date Debt Existing Liens Schedule 4.01(u7.4(e) - Liens Existing Guarantee Obligations Schedule 5.01(m7.5(c) - Listed Persons that may be Liquidated, Wound Up or Dissolved Schedule 7.18 - Restrictions Affecting Subsidiaries Schedule 5.02(r) 11.2 - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS: Exhibit A A-1 - Form of Revolving Credit Note Exhibit A-2 - Form of Swingline Note Exhibit B-1 - Form of Borrower Guarantee Exhibit B-2 - Form of Subsidiaries Guarantee Exhibit B-3 - Form of IU Guarantee Exhibit C-1 - Form of Borrower Pledge Agreement Exhibit C-2 - Form of Parent Pledge Agreement Exhibit C-3 - Form of Subsidiaries Pledge Agreement Exhibit D-1 - Form of Borrower Security Agreement Exhibit D-2 - Form of Parent Security Agreement Exhibit D-3 - Form of Subsidiaries Security Agreement Exhibit E - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C F - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Intercompany Note Exhibit H H-1 - Form of Opinion of Special Counsel SENIOR SECURED REVOLVING FACILITY to the Loan Parties Exhibit H-2 - Form of Opinion of General Counsel of the Borrower Exhibit H-3 - Form of Opinion of General Counsel of the Parent Exhibit I - Form of Compliance Certificate Exhibit J - Form of Subordination Agreement Exhibit K - Form of Perfection Certificate CREDIT AGREEMENT (this “Agreement”) AGREEMENT, dated as of November 10December _____, 2010 1995, among CHEMTURA CORPORATIONInternational Mill Service, Inc., a Pennsylvania corporation (the "Borrower"), EnviroSource, Inc., a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”"Parent"), the Initial Lenders (as hereinafter defined) several banks and the other banks, financial institutions and other institutional lenders party hereto from time to time parties to this Agreement (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “"Lenders”"), ▇▇▇▇▇ FARGO BANKNationsBank, N.A., as administrative agent for the initial issuing bank Lenders hereunder (in such capacity, the “Initial Issuing Bank”"Administrative Agent"), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VIICredit Lyonnais New York Branch, the “Administrative Agent”) for New York branch of a banking organization organized under the Lender Parties and laws of the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”)Republic of France, as syndication agent, CITIBANK. N.A. agent for the Lenders hereunder (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITALin such capacity, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”"Syndication Agent").
Appears in 1 contract
Sources: Credit Agreement (Envirosource Inc)
Schedules. Schedule I - 1.1A: Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - 1.1B: Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 1.01B - Subsidiary Borrowers 4.5: Requirements of Law Schedule 1.01C - Guarantors 4.9: Intellectual Property Schedule 4.01(a) - Equity Investments; 4.15: Subsidiaries Schedule 4.01(b) - Loan Parties 4.19(a): Financing Statements and Other Filings Schedule 4.01(i) - Disclosures 4.27: Capitalization Schedule 4.01(m) - Environmental Liabilities 5.3: Post-Closing Conditions Subsequent Schedule 4.01(t) - Surviving Debt and Effective Date Debt 7.2(d): Existing Indebtedness Schedule 4.01(u) - 7.2(m): Factoring Arrangements Schedule 7.3(f): Existing Liens Schedule 5.01(m) - Listed Subsidiaries 7.11: Transactions with Affiliates Schedule 5.02(r) - Exempt Accounts 7.16(f): Existing Negative Pledge Clauses Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices 7.17(vii): Existing Clauses Restricting Subsidiary Distributions Exhibit A - A: Form of Revolving Credit Guarantee and Collateral Agreement Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 — F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: Reserved Exhibit H-1: Form of Note Exhibit B-1 - H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit B-2 - L: Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY Conversion/Continuation THIS CREDIT AGREEMENT (this “Agreement”) ), dated as of November 10December 21, 2010 2017, is entered into by and among CHEMTURA CORPORATIONRIBBON COMMUNICATIONS INC., a Delaware corporation (“Holdings”), SONUS NETWORKS, INC., a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) several banks and the other banks, financial institutions and other institutional lenders or entities from time to time party hereto to this Agreement (each, each a “Lender”” and, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07collectively, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), SILICON VALLEY BANK OF AMERICA, N.A. (“Bank of AmericaSVB”), as administrative the Issuing Lender and collateral agent (or any successor appointed pursuant to Article VIIthe Swingline Lender, the “and SVB, as Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).
Appears in 1 contract
Schedules. Schedule I SCHEDULE 1 - Commitments List of UCC and Applicable Lending Offices Schedule II Other Necessary Security Filings SCHEDULE 2 - Designated Account Debtors Schedule III Funding Participant Notice Addresses, Payment Instructions and Responsible Officers SCHEDULE 3 - Form OFE SCHEDULE 4 - Terms of Invoices Schedule IV Subordination for Subordinated Debt SCHEDULE 5 - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s OfficeTransaction Documents THIS AMENDED AND RESTATED PARTICIPATION AGREEMENT, Certain Addresses for Notices Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10December 18, 2010 2001 (this "Agreement" or "Participation Agreement"), is entered into by and --------- ----------------------- among CHEMTURA CORPORATIONDEEPWATER DRILLING II L.L.C., a Delaware corporation limited liability company ("Deepwater"), WILMINGTON TRUST FSB, a Federal savings bank, not in its ------------ individual capacity except as expressly provided herein, but solely as trustee under the Investment Trust Agreement (the “Company”) and each of "Investment Trustee"), DEEPWATER ------------------ INVESTMENT TRUST 1999-A, a Delaware business trust (the Subsidiary Borrowers "Investment Trust"), ---------------- WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity except as expressly provided herein, but solely as trustee under the Charter Trust Agreement (the "Charter Trustee"), VARIOUS FINANCIAL ---------------- INSTITUTIONS, as Certificate Purchasers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”defined herein), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A.HATTERAS FUNDING CORPORATION, as the initial issuing bank Conduit (in such capacityHatteras), LIBERTY STREET FUNDING CORP., as the “Initial Issuing Bank”Conduit (Liberty), PARADIGM FUNDING LLC, as the Conduit (Paradigm), VARIOUS FINANCIAL INSTITUTIONS, as Liquidity Purchasers (as defined herein), BANK OF AMERICA, N.A. N.A., as Administrative Agent, the Person named on Schedule II to the Investment Trust Agreement, as Investment Trust Beneficiary, various ADMINISTRATORS (“Bank of America”as defined herein) and LIQUIDITY AGENTS (as defined herein), as administrative solely with respect to Sections 2.15, 9.4 and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”12.13(b), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”12.13(d), TRANSOCEAN ------------- --- -------- -------- SEDCO FOREX INC. and GSCONOCO INC., as joint bookrunners and solely with respect to Sections 5.2 and ------------ 6.4, RBF DEEPWATER EXPLORATION II INC., a Nevada corporation, and CONOCO DEVELOPMENT II INC., a Delaware corporation (the “Bookrunners”each, a "Member").
Appears in 1 contract
Sources: Participation Agreement (Transocean Sedco Forex Inc)
Schedules. Schedule I 1 - Commitments and Applicable Lending Offices Commitments; Capital Contributions; Partnership Units; Percentage Interests Schedule II 2 - Designated Account Debtors Major Decisions Schedule III 3 - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) 4 - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Principles of Conversion to Common Interests EXHIBITS: Exhibit A - Form of Revolving Credit Note Shared Services Agreement Exhibit B-1 B - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Credit Enhancement Services Agreement Exhibit C - Form of Assignment and Acceptance Indemnity Agreement Exhibit D - Form Example (Special Allocation of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT Modified Net Income) THE PARTNERSHIP INTERESTS DESCRIBED IN THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ROSELAND RESIDENTIAL, L.P. HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY JURISDICTION. THE PARTNERSHIP INTERESTS MAY NOT BE SOLD OR OTHERWISE DISPOSED OF, OR OFFERED FOR SALE OR OTHER DISPOSITION, UNLESS A REGISTRATION STATEMENT UNDER THOSE LAWS IS THEN IN EFFECT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS IS THEN APPLICABLE, AND UNLESS THE PROVISIONS OF SECTION 12 ARE SATISFIED. THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (as it may be amended or supplemented from time to time, this “Agreement”) dated as of November 10ROSELAND RESIDENTIAL, 2010 among CHEMTURA CORPORATIONL.P., a Delaware corporation limited partnership (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “BorrowersPartnership”), is entered into as of March 10, 2017 (the Initial Lenders “Effective Date”), by and among ROSELAND RESIDENTIAL TRUST, a Maryland real estate investment trust, as the general partner of the Partnership (as hereinafter defined) together with its permitted successors, assigns and transferees, “RRT,” and the other banks“General Partner”), financial institutions and other institutional lenders party hereto (eachRPIIA-RLA, L.L.C., a Delaware limited liability company (together with its permitted successors, assigns and transferees, “LenderRockpoint Class A Preferred Holder”), and RPIIA-RLB, L.L.C., a Delaware limited liability company (together with its permitted successors, assigns and transferees, “Rockpoint Class B Preferred Holder”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07Rockpoint Class A Preferred Holder, the “LendersRockpoint Preferred Holders”, each a Limited Partner), such other Persons who are admitted to the Partnership as Partners and, solely with respect to Sections 8(b) and 10(g)(iii), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇-▇▇▇▇ FARGO CAPITAL FINANCEREALTY CORPORATION, LLC a Maryland corporation and an indirect owner of the Partnership (“▇▇▇▇▇ FargoMCRC”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇-▇▇▇▇ LENDING PARTNERS LLC REALTY, L.P., a Delaware limited partnership and an indirect owner of Partnership Interests (“GSMCRLP”), . Capitalized terms in this Agreement shall have the meanings set forth in Section 1 or as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo defined elsewhere in this Agreement or in the annexed Schedules and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”)Exhibits.
Appears in 1 contract
Sources: Limited Partnership Agreement (Mack Cali Realty L P)
Schedules. Schedule I - List of Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Debt Schedule 4.01(b) - Loan Parties Subsidiaries Schedule 4.01(i4.01(g) - Disclosures Disclosed Litigation Schedule 4.01(m5.02(d) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Assets Held For Sale EXHIBITS Exhibit A - A-1 Form of Revolving Credit Note Exhibit A-2 - Form of Competitive Bid Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice of Competitive Bid Borrowing Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Designation Agreement Exhibit E E-1 - Form of Borrowing Base Certificate Opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Loan Parties Exhibit E-2 - Form of Opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, General Counsel for the Borrower Exhibit F - Form of Security Agreement Group Guaranty Exhibit G - Form of Subsidiary Guaranty Exhibit H - Form From of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY Assumption Agreement FIVE-YEAR CREDIT AGREEMENT (this “Agreement”) dated Dated as of November 1017, 2010 among CHEMTURA CORPORATION1999 WARNACO INC., a Delaware corporation (together with any successors-in-interest permitted hereunder, (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each"Borrower"), including the CompanyTHE WARNACO GROUP, INC., a “Borrower”Delaware corporation (together with any successors-in-interest permitted hereunder, and collectively, the “Borrowers”"Group"), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (eachthe "Initial Lenders") listed on the signature pages hereof, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), THE BANK OF AMERICA, N.A. NOVA SCOTIA (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”"Scotiabank") and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC ▇▇▇▇▇▇, INC. (“GS”"SSB"), as co-lead arrangers and co-book managers (the "Arrangers"), CITIBANK, N.A. ("Citibank"), as syndication agent (the "Syndication Agent") for the Lenders (as hereinafter defined), SOCIETE GENERALE ("SocGen") and COMMERZBANK AG ("Commerzbank"), as co-documentation agentsagents (the "Documentation Agents") for the Lenders, ▇▇▇▇▇▇▇ LYNCHBANK OF AMERICA N.A. ("Bank of America") and THE DAI-ICHI KANGYO BANK, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INCLTD. (“CGMI”"DKB"), as joint lead arrangers co-agents (the “Lead Arrangers”"Co-Agents"), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GSScotiabank, as joint bookrunners administrative agent (the “Bookrunners”)."Administrative Agent") and competitive bid agent (the "Competitive Bid Agent") for the Lenders and as a Swing Line Bank hereunder, agree as follows:
Appears in 1 contract
Schedules. Schedule I - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components 1.1(b) Mortgaged Properties Schedule 1.01B - Subsidiary Borrowers 1.1(c) Commitments of Lenders Schedule 1.01C - Guarantors 1.1(d) Hedge Banks Schedule 4.01(a) - Equity Investments; 8.13 Subsidiaries Schedule 4.01(b9.14(e) - Loan Parties Post-Closing Actions Schedule 4.01(i) - Disclosures 10.1 Closing Date Indebtedness Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective 10.2 Closing Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries 10.5 Closing Date Investments Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain 13.2 Notice Addresses for Notices Exhibit A - Form of Revolving Credit Note Joinder Agreement Exhibit B-1 - B Form of Notice of Borrowing Guarantee Exhibit B-2 - C Form of Swing Line Advance Notice Pledge Agreement Exhibit C - D Form of U.S. Security Agreement Exhibit E Form of Letter of Credit Request Exhibit F Form of Credit Party Closing Certificate Exhibit G Form of Assignment and Acceptance Exhibit D - H-1 Form of Promissory Note (Initial Term Loans) Exhibit H-2 Form of Promissory Note (Revolving Credit Loans) Exhibit I Form of First Lien Intercreditor Agreement Exhibit E - J Form of Borrowing Base Second Lien Intercreditor Agreement Exhibit K Form of Non-Bank Tax Certificate Exhibit F - L Form of Security Agreement Conversion/Continuation Notice Exhibit G - M Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY Borrower Designation Agreement CREDIT AGREEMENT (this “Agreement”) AGREEMENT, dated as of November 10July 30, 2010 2013, as amended, restated, supplemented or otherwise modified from time to time, among CHEMTURA CORPORATIONRENAISSANCE PARENT CORP., a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “BorrowersHoldings”), RENAISSANCE ACQUISITION CORP., which on the Initial Lenders Closing Date shall be merged with ▇▇▇▇▇▇▇ DENVER, INC. (with ▇▇▇▇▇▇▇ DENVER, INC. as hereinafter defined) the merged company and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “LendersU.S. Borrower”), ▇▇▇▇▇▇▇ FARGO BANKDENVER HOLDINGS GMBH & CO KG, N.A., as a company organized under the initial issuing bank laws of Germany with company number HRA 91896 (in such capacity, registered at the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank local court of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter definedMunich) and as Swing Line Lender (as hereinafter defined)its registered office at ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇▇▇▇ Fargo(the “German Borrower”), as syndication agentGD FIRST (UK) LIMITED, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) a company organized under the laws of England and Wales with company number 04955958 and its registered office at ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents▇▇, ▇▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED ▇▇▇ (the “MLPF&SUK Borrower”; and together with the German Borrower, the “Foreign Borrowers”), ▇▇▇▇▇ Fargo the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”) and CITIGROUP GLOBAL MARKETS INC. (“CGMI”)UBS AG, STAMFORD BRANCH, as joint lead arrangers Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer (such terms and each other capitalized term used but not defined in this preamble having the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”meaning provided in Section 1).
Appears in 1 contract
Schedules. Schedule I - Commitments SCHEDULE 5.1 -- Jurisdictions in which the Company is qualified SCHEDULE 5.2 -- Subsidiaries; Jurisdictions in which the Subsidiaries are qualified SCHEDULE 5.4 -- Authorization and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Approvals SCHEDULE 5.6 -- Capitalization SCHEDULE 5.7 -- Litigation; Defaults SCHEDULE 5.8 -- Debt and Other Liabilities SCHEDULE 5.9 -- Material Developments SCHEDULE 5.10 -- Employee Programs SCHEDULE 5.14 -- Undisclosed Liabilities SCHEDULE 5.19 -- Environmental SCHEDULE 5.21 -- Condemnation Proceedings and Liens SCHEDULE 5.22 -- Insu▇▇▇▇▇ SCHEDULE 5.23 -- Employment Practices SCHEDULE 5.24 -- Patents and Trademarks SCHEDULE 5.25 -- Material Contracts and Obligations SCHEDULE 5.26 -- Taxes SCHEDULE 5.27 -- Transactions with Affiliates SCHEDULE 5.28 -- Subsidiary Payment Restrictions SCHEDULE 5.35 -- Earnout Provisions SCHEDULE 5.36 -- Existing Investments EXHIBITS EXHIBIT A -- Form of Invoices Schedule IV - Existing Letters Certificate of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt Designations, Preferences and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Exhibit A - Form Rights of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - the Preferred Stock EXHIBIT B -- Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT Christy & Viener EXHIBIT C -- For▇ ▇▇ ▇ote Indenture EXHIBIT D -- Form of Amendment to the Company's Bylaws EXHIBIT E -- Form of Registration Rights Agreement EXHIBIT F -- Form of Guaranty Agreement SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “"Agreement”") dated as of November 10March 19, 2010 1998, among CHEMTURA CORPORATIONHeadway Corporate Resources, Inc., a Delaware corporation (the “"Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”"), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, each purchaser executing a signature page hereto or any subsequent holder of the investment banking division of Barclays Bank Securities (“Barclays Capital”), each a "Purchaser," and GS, as joint bookrunners (collectively the “Bookrunners”"Purchasers").
Appears in 1 contract
Sources: Securities Purchase Agreement (Headway Corporate Resources Inc)
Schedules. Schedule I - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV 1.01(a) - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B 1.01(b) - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a2.01 - Lenders and Commitments Schedule 3.08 - Subsidiaries Schedule 3.09 - Litigation Schedule 3.14 - Certain Tax Matters Schedule 3.17 - Environmental Matters Schedule 3.18 - Insurance Schedule 3.19(a) - Equity Investments; Subsidiaries UCC Filing Offices Schedule 4.01(b3.20(b) - Loan Parties Leased Real Property Schedule 4.01(i6.01(a) - Disclosures Existing Indebtedness Schedule 4.01(m) 6.02 - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Existing Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Exhibit A - Form of Revolving Credit Note Administrative Questionnaire Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C B - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E C - Form of Borrowing Base Certificate Request Exhibit F D - Guarantee and Collateral Agreement Exhibit F-1 - Form of Security Agreement Revolving Promissory Note Exhibit F-2 - Form of Term Promissory Note Exhibit G - Form of Guaranty Certificate Re: Non-Bank Status Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY International Restructuring SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 3, 2010 (this “Agreement”) dated as of November 10), 2010 among CHEMTURA CORPORATIONDELTEK, INC., a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”defined in Article I), and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”CREDIT SUISSE AG (formerly known as Credit Suisse), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank administrative agent (in such capacity, the “Initial Issuing BankAdministrative Agent”), BANK OF AMERICA, N.A. (“Bank of America”), ) and as administrative and collateral agent (or any successor appointed pursuant to Article VIIin such capacity, the “Administrative Collateral Agent”) for the Lender Parties Lenders. The Borrower, the Administrative Agent, the Collateral Agent and the other Secured Parties (each lenders party thereto previously entered into that certain Credit Agreement dated as hereinafter defined) of April 22, 2005, as amended and restated as Swing Line Lender of August 24, 2009 (as hereinafter defined)further amended prior to the date hereof, ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (the “▇▇▇▇▇ FargoExisting Credit Agreement”), under which (a) the Extending Term Lenders (as syndication agent, CITIBANK. N.A. defined therein) converted their term loans into Term B Loans (“Citibank”as defined therein), BARCLAYS BANK PLC (“Barclays Bank”b) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC the Extending Revolving Lenders (“GS”as defined therein) converted their revolving credit commitments into Revolving B Credit Commitments (as defined therein), (c) the Swingline Lender (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) agreed to extend credit in the form of Swingline Loans to the Borrower at any time and from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $10,000,000, and (d) the Issuing Bank agreed to issue Letters of Credit, in an aggregate face amount at any time outstanding not in excess of $10,000,000, for general corporate purposes of the Borrowers and its Subsidiaries. The Borrower has requested (a) the Term Lenders to extend credit in the form of Term Loans on the Restatement Date, in an aggregate principal amount not to exceed $200,000,000 and (b) the Revolving Credit Lenders to extend credit at any time and from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $30,000,000. The proceeds of the Term Loans are to be used to repay all outstanding term loans under the Existing Credit Agreement, to pay related fees and expenses and for working capital needs and general corporate purposes of the Borrower. The proceeds of the Revolving Loans and the Swingline Loans are to be used solely for general corporate purposes. Pursuant to the Amendment Agreement, the Borrower, the Required Lenders (as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”defined in the Existing Credit Agreement), ▇▇▇▇▇ Fargo the Revolving C Lenders and CITIGROUP GLOBAL MARKETS INCthe Term Lenders have agreed to amend and restate the Existing Credit Agreement in the form hereof to, among other things, set forth the terms and conditions of the Revolving C Loans and the Term Loans and make certain other amendments thereto. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITALAccordingly, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, parties hereto agree as joint bookrunners (the “Bookrunners”).follows:
Appears in 1 contract
Sources: Credit Agreement (Deltek, Inc)
Schedules. Schedule I - 1.1A: Commitments Schedule 1.1C: Borrower Insiders Schedule 4.1 Financial Condition Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Applicable Lending Offices Notices Schedule II - Designated Account Debtors 4.5: Requirements of Law Schedule III - 4.13: ERISA Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 4.27: Capitalization Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Section 7.7(d) Existing Investments Exhibit A: Form of Invoices Schedule IV - Existing Letters Guarantee and Collateral Agreement Exhibit B: Form of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit A - G: Reserved Exhibit H-1: Form of Revolving Credit Loan Note Exhibit B-1 - H-2: Form of Swingline Loan Note Exhibit H-3: Form of Initial Term Loan Note Exhibit H-4 Form of Delayed Draw Term Loan Note Exhibit I: Form of Borrowing Base Certificate Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit B-2 - M: Form of Swing Line Advance Notice Exhibit C - Form Flow of Assignment and Acceptance Exhibit D - Form of Intercreditor Funds Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY THIS CREDIT AGREEMENT (this “Agreement”) ), dated as of November 10March 14, 2010 2019, is entered into by and among CHEMTURA CORPORATIONORGANOGENESIS HOLDINGS INC., a Delaware corporation (the “CompanyHoldings”), ORGANOGENESIS INC., a Delaware corporation (“Organogenesis”) and each of the Subsidiary Borrowers (as hereinafter defined) (eachPRIME MERGER SUB, including the CompanyLLC, a Delaware limited liability company (“BorrowerPrime”, and together with Holdings and Organogenesis, individually and collectively, the “BorrowersBorrower”), the Initial Lenders (as hereinafter defined) several banks and the other banks, financial institutions and other institutional lenders from time to time party hereto to this Agreement (each, each a “Lender”” and, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07collectively, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A.SILICON VALLEY BANK (“SVB”), as the initial issuing bank Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).
Appears in 1 contract
Schedules. Schedule I - 1.01 -- Subsidiary Guarantors Schedule 2.01 -- Lenders and Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors 2.17 -- Payment Instructions Schedule III - 6.01 -- Debt of Material Subsidiaries Schedule 6.02 -- Security Interests EXHIBITS: Exhibit A-1 -- Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Borrowing Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Agreement Exhibit A - A-2 -- Form of Revolving Credit Note Borrowing Subsidiary Termination Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - B -- Form of Assignment and Acceptance Exhibit D - C -- Form of Intercreditor Subsidiary Guarantee Agreement Exhibit E - D -- Form of Borrowing Base Certificate Exhibit F - Form of Security Indemnity, Subrogation and Contribution Agreement Exhibit G - Form of Guaranty Exhibit H - E-1 -- Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY for the Company Exhibit E-2 -- Form of Opinion of General Counsel of the Company Exhibit F -- Form of Baxter Letter FIVE YEAR CREDIT AGREEMENT (this “Agreement”) dated as of November 10March 30, 2010 2000, among CHEMTURA ▇▇▇▇▇▇▇ LIFESCIENCES CORPORATION, a Delaware corporation (the “"Company”) and each of "); the Subsidiary Borrowers SWISS BORROWERS (as hereinafter defineddefined herein); the JAPANESE BORROWERS (as defined herein) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) Swiss Borrowers and the other banksJapanese Borrowers being collectively called the "Borrowers"); the LENDERS from time to time party hereto; THE CHASE MANHATTAN BANK, financial institutions and other institutional lenders party hereto (eachas Administrative Agent; CHASE MANHATTAN INTERNATIONAL LIMITED, a “Lender”as London Agent; THE FUJI BANK, and together with LIMITED, as the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANKTokyo Agent; BANK ONE, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”)Syndication Agent; and CREDIT SUISSE FIRST BOSTON, as administrative Documentation Agent. The Company has requested the Lenders (such term and collateral agent each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I) to extend credit in the form of (a) US Tranche Commitments under which the Company may obtain Loans in US Dollars and one or more Designated Foreign Currencies in an aggregate principal amount at any successor appointed time outstanding that will not result in the sum of the US Tranche Revolving Exposures and the Competitive Loan Exposures exceeding $330,000,000, (b) Swiss Tranche Commitments under which the Swiss Borrowers may obtain Loans in Swiss Francs or Euros and the Company may obtain Loans in US Dollars in an aggregate principal amount at any time outstanding that will not result in the Swiss Tranche Exposure exceeding $50,000,000, (c) Japanese Tranche Commitments under which the Japanese Borrowers may obtain Loans in Yen and the Company may obtain Loans in US Dollars in an aggregate principal amount at any time outstanding that will not result in the Japanese Tranche Exposure exceeding $50,000,000 and (d) Letters of Credit in US Dollars in an aggregate stated amount at any time outstanding up to $25,000,000. The Company has also requested the Lenders to provide a procedure pursuant to Article VII, which the “Administrative Agent”) for Borrowers may invite the Lender Parties Lenders to bid on an uncommitted basis on short-term Loans to the Borrowers. The proceeds of borrowings hereunder and under the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇364-Day Credit Agreement on the Initial Borrowing Date in an aggregate amount of up to $550,000,000 are to be used to pay ▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as cofor assets transferred to the Company in connection with the Spin-documentation agents, ▇Off or to repay intercompany debt owed to ▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (outstanding immediately prior to the “Lead Arrangers”)Spin-Off; proceeds of the other borrowings hereunder, and MLPF&Sthe Letters of Credit issued hereunder, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITALare to be used for general corporate purposes of the Borrowers and their subsidiaries. The Lenders are willing to establish the credit facilities referred to in the preceding paragraph upon the terms and subject to the conditions set forth herein. Accordingly, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, parties hereto agree as joint bookrunners (the “Bookrunners”).follows:
Appears in 1 contract
Sources: Five Year Credit Agreement (Edwards Lifesciences Corp)
Schedules. Schedule I - 1.1A: Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - 1.1B: Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components 1.1C: Existing Term Loans Subject to Cashless Rollover Schedule 1.01B - Subsidiary Borrowers 4.4: Governmental Approvals, Consents, Authorizations, ▇▇▇▇▇▇▇ and Notices Schedule 1.01C - Guarantors 4.5: Requirements of Law Schedule 4.01(a) - Equity Investments; 4.6: Litigation Schedule 4.15: Subsidiaries Schedule 4.01(b) - Loan Parties 4.17: Environmental Matters Schedule 4.01(i) - Disclosures 4.19(a): Financing Statements and Other Filings Schedule 4.01(m) - Environmental Liabilities 5.3 Post-Closing Matters Schedule 4.01(t) - Surviving Debt and Effective Date Debt 7.2(d): Existing Indebtedness Schedule 4.01(u) - 7.3(f): Existing Liens Schedule 5.01(m) - Listed Subsidiaries 7.7 Existing Investments Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent7.10 Existing Affiliate Transactions Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s Office, Certain Addresses for Notices Certificate Exhibit A - D: [Reserved] Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificates Exhibit G: Form of Addendum Exhibit H-1: Form of Revolving Credit Loan Note Exhibit B-1 - H-2: Form of Swingline Loan Note Exhibit H-3: Form of Term Loan Note Exhibit I: Form of Notice of Borrowing Exhibit B-2 - J: Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY Conversion/Continuation THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) ), dated as of November 10June 22, 2010 2023, is entered into by and among CHEMTURA CORPORATIONEXTREME NETWORKS, INC., a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) several banks and the other banks, financial institutions and other institutional lenders or entities from time to time party hereto as lenders (each, a “Lender”, ” and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07collectively, the “Lenders”), BMO ▇▇▇▇▇▇ BANK N.A., as an Issuing Lender and Swingline Lender (as such terms are defined below), BANK OF AMERICA, N.A., as an Issuing Lender, JPMORGAN CHASE BANK, N.A., as an Issuing Lender, PNC BANK, NATIONAL ASSOCIATION, as an Issuing Lender, ▇▇▇▇▇ FARGO BANK, N.A.NATIONAL ASSOCIATION, as the initial issuing bank (in such capacityan Issuing Lender, the “Initial Issuing Bank”), and BANK OF AMERICA, N.A. MONTREAL (“Bank of AmericaBMO”), as administrative and collateral agent for the Lenders (or any successor appointed pursuant to Article VIIin such capacity, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).
Appears in 1 contract
Schedules. Schedule I - 1.1(a) Mortgaged Properties Schedule 1.1(b) Revolving Credit Commitments and Applicable Lending Offices Term Loan Commitments Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - 1.1(c) Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components 1.1(d) Existing Specified Hedge Agreements Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; 8.12 Subsidiaries Schedule 4.01(b8.16(b) - Loan Parties UCC Filing Jurisdictions Schedule 4.01(i8.16(c) - Disclosures Mortgage Recording Jurisdictions Schedule 4.01(m) - Environmental Liabilities 9.20 Post-Closing Covenants Schedule 4.01(t) - Surviving Debt and Effective 10.1 Closing Date Debt Indebtedness Schedule 4.01(u) - 10.2 Closing Date Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices 10.5 Closing Date Investments Exhibit A - Form of Revolving Credit Note Assignment and Acceptance Exhibit B-1 - B Form of Guarantee Agreement Exhibit C-1 Form of Security Agreement Exhibit C-2 Form of Pledge Agreement Exhibit D Form of Notice of Borrowing Exhibit B-2 - E Form of Swing Line Advance Notice Mortgage (Real Property) Exhibit C - F Form of Assignment and Acceptance Perfection Certificate Exhibit D - G Form of Letter of Credit Request Exhibit H-1 Form of Pari Passu Intercreditor Agreement Exhibit E - H-2 Form of Borrowing Base Second Lien Intercreditor Agreement Exhibit I Form of U.S. Tax Compliance Certificate Exhibit F - J-1 Form of Security Agreement Borrower Closing Certificate Exhibit G - J-2 Form of Guaranty Credit Party Closing Certificate Exhibit H - K-1 Form of Opinion Promissory Note (Term Loans) Exhibit K-2 Form of Counsel SENIOR SECURED REVOLVING FACILITY Promissory Note (Revolving Credit Loans) Exhibit L Form of Solvency Certificate CREDIT AGREEMENT (this “Agreement”) AGREEMENT, dated as of July 17, 2012, as amended by the First Amendment, dated as of April 1, 2013, the Second Amendment, dated as of November 1027, 2010 2013, the Third Amendment, dated as of May 21, 2015, the Fourth Amendment, dated as of July 1, 2015, the Fifth Amendment, dated as of May 11, 2016, and the Sixth Amendment, dated as of August 19, 2016 among CHEMTURA CORPORATIONWIDEOPENWEST FINANCE, LLC, a Delaware limited liability company (the “Borrower”), RACECAR ACQUISITION, LLC, a Delaware limited liability company (“Holdings”), WIDEOPENWEST KITE INC., a Delaware corporation (including as successor by merger to WIDEOPENWEST CLEVELAND, INC., WIDEOPENWEST ILLINOIS, INC., WIDEOPENWEST NETWORKS, INC., WIDEOPENWEST OHIO, INC. and WOW SIGECOM, INC.) (“WOW Knology Parent”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), and CREDIT SUISSE AG, as Administrative Agent. The Borrower, Kingston Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Knology, Inc., a Delaware corporation (the “Company”) have entered into an Agreement and each Plan of the Subsidiary Borrowers Merger dated as of April 18, 2012 (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “BorrowersMerger Agreement”), pursuant to which the Initial Lenders Borrower has agreed to acquire (the “Acquisition”) the Company. In connection with the Acquisition, on the Closing Date, the Company will be merged (the “Merger”) with and into Merger Sub, with the Company surviving as hereinafter defined) a direct wholly owned Subsidiary of the Borrower. In connection with the Acquisition and the other banks, financial institutions refinancing of the Existing Credit Facilities (this and other institutional lenders party hereto capitalized terms used herein having the meanings given to them in Section 1.1 below), the Borrower has requested the Lenders to extend credit in the form of (eacha) Term Loans, a “Lender”in an initial aggregate principal amount of $1,920,000,000 and (b) Revolving Credit Loans made available to the Borrower at any time and from time to time prior to the applicable Maturity Date, in an initial aggregate principal amount outstanding at any time prior to the Non-Extended Revolving Credit Maturity Date not in excess of $200,000,000 less the aggregate Letters of Credit Outstanding at such time. The Borrower has requested the Letter of Credit Issuer to issue Letters of Credit at any time and from time to time prior to the L/C Maturity Date, in an aggregate face amount at any time outstanding not in excess of the Letter of Credit Commitment. The proceeds of the Term Loans, together with the Initial Lenders proceeds of the Equity Contribution and any other person that becomes a Lender hereunder pursuant the proceeds of the Senior Unsecured Notes and the Senior Subordinated Notes issued on the Closing Date, will be used by the Borrower solely to Section 10.07effect the Refinancing Transactions and the Acquisition and to pay Transaction Expenses. Proceeds of Revolving Credit Loans will be used solely for general corporate purposes of Holdings, the “Lenders”)Borrower and its Restricted Subsidiaries (including Permitted Acquisitions, ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank capital expenditures and repayments of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter definedIndebtedness not prohibited hereunder) and to pay Transaction Expenses to the extent permitted herein. Letters of Credit will be used by the Borrower for general corporate purposes. The parties hereto hereby agree as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).follows:
Appears in 1 contract
Schedules. Schedule I - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Borrowing Base Assets Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Designated Joint Ventures Schedule 4.01(b) - Loan Parties Subsidiaries Schedule 4.01(i4.01(f) - Disclosures Disclosed Litigation Schedule 4.01(m4.01(n) - Environmental Liabilities Existing Debt Schedule 4.01(t4.01(o) - Surviving Debt and Effective Date Debt Schedule 4.01(u4.01(p) - Existing Liens Schedule 5.01(m4.01(q) - Listed Subsidiaries Owned Real Property Schedule 5.02(r4.01(r) - Exempt Accounts Leased Real Property Schedule 10.02 4.01(s) - Administrative Agent’s Office, Certain Addresses for Notices Environmental Concerns Schedule 4.01(x) - Existing Loans to Directors and Executive Officers Schedule 4.01(y) - Excluded Subsidiaries and Excluded Subsidiary Agreements Schedule 4.01(z) - Plans and Welfare Plans EXHIBITS Exhibit A - Form of Revolving Credit Note Exhibit B-1 B - Form of Notice of Borrowing Exhibit B-2 C - Form of Swing Line Advance Notice Guaranty Supplement Exhibit C D - Form of Assignment and Acceptance Exhibit D E-1 - Form of Intercreditor Agreement Opinion of ▇▇▇▇▇▇▇, Diamond & Ash Exhibit E E-2 - Form of Borrowing Base Certificate Opinion of King & ▇▇▇▇▇▇▇▇▇ LLP Exhibit E-3 - Form of Opinion of Local Counsel for the Loan Parties Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Mortgage Exhibit H - Form of Opinion Assignment of Counsel SENIOR SECURED Leases Exhibit I - Form of Borrowing Base Certificate Great Wolf Senior Secured Revolving Credit Facility REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) REVOLVING CREDIT AGREEMENT dated as of November 10December 20, 2010 2004 (this "AGREEMENT") among CHEMTURA CORPORATIONGWR OPERATING PARTNERSHIP, L.L.L.P., a Delaware limited liability limited partnership (the "BORROWER"), GREAT WOLF RESORTS, INC., a Delaware corporation (the “Company”) and each of "PARENT GUARANTOR"), the Subsidiary Borrowers entities listed on the signature pages hereof as the subsidiary guarantors (together with any Additional Guarantors (as hereinafter defined) (each, including the Company, a “Borrower”, and collectivelyacceding hereto pursuant to Section 7.05, the “Borrowers”"SUBSIDIARY GUARANTORS" and, together with the Parent Guarantor, the "GUARANTORS"), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with listed on the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., signature pages hereof as the initial issuing bank lenders (in such capacitythe "INITIAL LENDERS"), the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender Bank (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCECITICORP NORTH AMERICA, LLC INC. (“▇▇▇▇▇ Fargo”"CNAI"), as the initial issuer of Letters of Credit (as hereinafter defined) (the "INITIAL ISSUING BANK"), CNAI, as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the "ADMINISTRATIVE AGENT") for the Lender Parties (as hereinafter defined), CNAI, as collateral agent (together with any successor collateral agent appointed pursuant to Article VIII, the "COLLATERAL AGENT", and together with the Administrative Agent, the "AGENTS") for the Secured Parties (as hereinafter defined), Societe Generale, as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”)CALYON NEW YORK BRANCH, as co-documentation agentsagent, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“"CGMI”"), SG AMERICAS SECURITIES, LLC ("SG AMERICAS") and CALYON NEW YORK BRANCH ("CALYON"), as joint lead arrangers and joint book running managers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”"ARRANGERS").
Appears in 1 contract
Sources: Revolving Credit Agreement (Great Wolf Resorts, Inc.)
Schedules. Schedule I 1.01(a) - Commitments and Applicable Lending Mortgaged Property Schedule 1.01(b) - Permitted Investments Schedule 1.01(c) - Ad Hoc Creditors’ Committee Schedule 3.08 - Subsidiaries Schedule 3.09 - Litigation Schedule 3.17 - Environmental Matters Schedule 3.18 - Insurance Schedule 3.19(c) - Mortgage Filing Offices Schedule II 3.20(a) - Designated Account Debtors Owned Real Property Schedule III 3.20(b) - Form of Invoices Leased Real Property Schedule IV 5.14 - Post-Closing Deliveries Schedule 6.01 - Existing Letters of Credit Indebtedness Schedule 1.01A 6.02 - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Existing Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Exhibit A - Form of Revolving Credit Note Administrative Questionnaire Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C B - Form of Assignment and Acceptance Exhibit C - Form of Borrowing Request Exhibit D - Form of Intercreditor Guarantee and Collateral Agreement Exhibit E - Form of Borrowing Base Certificate Term Loan/Revolving Facility Intercreditor Agreement Exhibit F - Form of Security Agreement Mortgage Exhibit G G-1 - Form of Guaranty Interim Order Exhibit G-2 - Form of Approved Plan of Reorganization Exhibit H - Form of Opinion Plan Support Agreements Exhibit J - Form of Counsel Incremental Facility Joinder Agreement Exhibit K - Forms of U.S. Tax Compliance Certificate SUPERPRIORITY SENIOR SECURED REVOLVING FACILITY DEBTOR-IN-POSSESSION AND EXIT TERM LOAN CREDIT AGREEMENT (this “Agreement”) dated as of November 10May 22, 2010 2012, among CHEMTURA CORPORATIONHMH Holdings (Delaware), Inc., a Delaware corporation (company organized under the “Company”) and each laws of the Subsidiary Borrowers State of Delaware (as hereinafter defined) (each“HMH Holdings” or “Holdings”), including the CompanyHOUGHTON MIFFLIN HARCOURT PUBLISHERS INC., a corporation organized under the laws of the State of Delaware (“BorrowerHMHP”), HMH PUBLISHERS LLC, a limited liability company organized under the laws of the State of Delaware (“Publishers”), HOUGHTON MIFFLIN HARCOURT PUBLISHING COMPANY, a corporation organized under the laws of the Commonwealth of Massachusetts (“HMCo”, and together with HMHP and Publishers, and together with any of their successors pursuant to the Approved Plan of Reorganization (as defined in Article I), collectively, the “Borrowers” and each a “Borrower”), the Initial Lenders Subsidiary Guarantors (as hereinafter defined) defined in Article I), each of which is a debtor and the other banks, financial institutions and other institutional lenders party hereto debtor-in-possession (each, a “LenderDebtor”, and together with ) in the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07Chapter 11 Cases (as hereinafter defined), the “Lenders”Lenders (as defined in Article I), ▇▇▇▇▇ FARGO BANKCITIBANK, N.A., as the initial issuing bank administrative agent (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties Lenders and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined)CITIBANK, ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”)N.A., as syndication agentcollateral agent (in such capacity, CITIBANK. N.A. (the “Citibank”), BARCLAYS BANK PLC (“Barclays BankCollateral Agent”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (for the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”)Lenders.
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Schedules. Schedule I - 1.1A: Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - 1.1B: Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components 4.4: Governmental Approvals, Consents, Authorizations, Filings and Notices Schedule 1.01B - Subsidiary Borrowers 4.5: Requirements of Law Schedule 1.01C - Guarantors 4.13: Reserved Schedule 4.01(a) - Equity Investments; 4.15: Subsidiaries Schedule 4.01(b) - Loan Parties 4.17: Environmental Matters Schedule 4.01(i) - Disclosures 4.19(a): Financing Statements and Other Filings Schedule 4.01(m) - Environmental Liabilities 4.27: Capitalization Schedule 4.01(t) - Surviving Debt 5.3(e): Post-Closing Landlord Access Agreements Schedule 5.3(g): Deposit Accounts not Subject to a Deposit Account Control Agreement as of the Closing Date Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Exhibit A: Form of Guarantee and Effective Collateral Agreement Exhibit B: Form of Compliance Certificate Exhibit C: Reserved Exhibit D: Form of Closing Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Solvency Certificate Exhibit A - E: Form of Assignment and Assumption Exhibit F: Reserved Exhibit G: Form of Addendum Exhibit H-1: Form of Revolving Credit Loan Note Exhibit B-1 - H-2: Form of Swingline Loan Note Exhibit H-3: Form of Term Loan Note Exhibit I: Form of Borrowing Base Certificate Exhibit J: Form of Resolutions to be Adopted by the Singapore Borrower Exhibit K: Form of Notice of Borrowing Exhibit B-2 - L: Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form Conversion/Continuation Exhibits M-1 – M-4: Forms of Intercreditor Agreement Exhibit E - Form of Borrowing Base U.S. Tax Compliance Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY THIS CREDIT AGREEMENT (this “Agreement”) ), dated as of November 10July 3, 2010 2012, is entered into by and among CHEMTURA CORPORATIONULTRA CLEAN HOLDINGS, INC., a Delaware corporation (“Holdings”), ULTRA CLEAN TECHNOLOGY SYSTEMS AND SERVICE, INC., a California corporation (“UCTSS”, the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, Term Borrower” or a “U.S. Revolving Borrower”, and collectivelyas the context may require), AMERICAN INTEGRATION TECHNOLOGIES LLC, a Delaware limited liability company (the “BorrowersAcquired Business” or a “U.S. Revolving Borrower”, as the context may require), ULTRA CLEAN ASIA PACIFIC PTE. LTD. (company registration no. 200818110D), a private company limited by shares organized in The Republic of Singapore (the “Singapore Borrower”), the Initial Lenders (as hereinafter defined) several banks and the other banks, financial institutions and other institutional lenders party hereto or entities from time to time parties to this Agreement (each, each a “Lender”” and, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07collectively, the “Lenders”), ▇▇▇▇▇ FARGO SILICON VALLEY BANK, N.A., as the initial issuing bank Issuing Lender and the Swingline Lender, and SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).
Appears in 1 contract
Schedules. Schedule I - 1.1(a) Commitments and Applicable Lending Offices of Lenders Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - 1.1(b) Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components 1.1(c) Mortgaged Property Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a1.1(d) - Equity Investments; Inactive Subsidiaries Schedule 4.01(b8.12 Subsidiaries Schedule 8.14 Environmental Matters Schedule 8.15 Owned Real Property Schedule 9.14(f) - Loan Parties Post-Closing Items Schedule 4.01(i) - Disclosures 10.1 Indebtedness Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - 10.2 Liens Schedule 5.01(m) - Listed Subsidiaries 10.4 Dispositions Schedule 5.02(r) - Exempt Accounts 10.5 Investments Schedule 10.02 - Administrative Agent’s Office, Certain 10.8 Negative Pledge Clauses Schedule 10.11 Transactions with Affiliates Schedule 13.2 Addresses for Notices EXHIBITS Exhibit A - Form of Revolving Guarantee Exhibit B Form of Security Agreement Exhibit C-1 Form of Pledge Agreement (Non-TN Credit Note Parties) Exhibit B-1 - C-2 Form of Pledge Agreement (TN Credit Parties) Exhibit D Form of Notice of Borrowing Exhibit B-2 - E Form of Swing Line Advance Notice Letter of Credit Request Exhibit C - F Form of Closing Certificate Exhibit G-1 Form of Promissory Note (Revolving Credit and Swingline Loans) Exhibit G-2 Form of Promissory Note (Term Loans) Exhibit H-1 Form of First Lien/Second Lien Intercreditor Agreement Exhibit H-2 Form of Pari Passu Intercreditor Agreement Exhibit I Form of Assignment and Acceptance Exhibit D - J [Reserved] Exhibit K Form of Intercreditor Agreement Solvency Certificate Exhibit E - L Form of Borrowing Base United States Tax Compliance Certificate Exhibit F - M Form of Security Agreement Intercompany Note Exhibit G - N Form of Guaranty Mortgage Exhibit H - O Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY Perfection Certificate NY\6379601.11 CREDIT AGREEMENT (this “Agreement”) AGREEMENT, dated as of November 10July 16, 2010 2014, among CHEMTURA CORPORATIONAMSURG CORP., a Delaware Tennessee corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party investors from time to time parties hereto (each, each a “Lender”” and, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07collectively, the “Lenders”), ▇▇▇▇▇ FARGO BANK; each as hereinafter further defined) and CITIBANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties , Collateral Agent, a Letter of Credit Issuer and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”)Swingline Lender.
Appears in 1 contract
Sources: Credit Agreement (Amsurg Corp)
Schedules. Schedule I - Commitments and Applicable Lending Offices P-1 – Certain Permitted Investments Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - 1.1A – Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components 2.1 – Commitments Schedule 1.01B - Subsidiary Borrowers 3.6 – Disclosed Matters Schedule 1.01C - Guarantors 3.10(b) – Canadian Benefit Plans and Pension Plans Schedule 4.01(a) - Equity Investments; 3.12 – Subsidiaries Schedule 4.01(b) - Loan Parties 6.1 – Existing Indebtedness Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - 6.2 – Existing Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices 6.6 – Existing Restrictions EXHIBITS: Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - – Form of Assignment and Acceptance Assumption Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - B-1 – Form of Opinion of Loan Parties’ Counsel SENIOR SECURED REVOLVING FACILITY (US) Exhibit B-2 – Form of Opinion of Loan Parties’ Counsel (Canada) Exhibit B-3 – Form of Opinion of Loan Parties’ Counsel (Netherlands) Exhibit C – Form of Subsidiary Guarantee Agreement Exhibit D – Form of Borrower Joinder Agreement Exhibit E – Form of Borrower Termination Agreement Exhibit F – Form of Borrowing Request Exhibit G – Form of Instrument of Adherence Exhibit H – Forms of US Tax Compliance Certificates AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of November 10May 9, 2010 2013, among CHEMTURA CORPORATIONIDEXX LABORATORIES, INC., a Delaware corporation (the “CompanyAdministrative Borrower”) ), IDEXX DISTRIBUTION, INC., a Massachusetts corporation, IDEXX OPERATIONS, INC., a Delaware corporation, IDEXX REFERENCE LABORATORIES, INC., a Delaware corporation, OPTI MEDICAL SYSTEMS, INC., a Delaware corporation, IDEXX LABORATORIES CANADA CORPORATION, a company formed under the laws of Canada, and each IDEXX EUROPE B.V., a private limited liability company formed under the laws of the Subsidiary Borrowers Netherlands (collectively with the Administrative Borrower and all other Persons who hereafter may be designated as hereinafter defined) (each, including the Company, a “Borrower”, and collectivelyBorrower pursuant to Section 2.21, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banksLENDERS party hereto, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO JPMORGAN CHASE BANK, N.A., as the initial issuing bank (in such capacityAdministrative Agent, the “Initial Issuing Bank”)JPMORGAN CHASE BANK, BANK OF AMERICAN.A., N.A. (“Bank of America”)TORONTO BRANCH, as administrative and collateral agent (or any successor appointed pursuant to Article VIIToronto Agent, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”)EUROPE LIMITED, as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”)London Agent.
Appears in 1 contract
Schedules. Schedule I - Commitments 1.1 Pricing Matrix Schedule 1.2 Percentages and Applicable Lending Offices Allocations Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - 1.3 Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components 1.4 Acquisition Documents Schedule 1.01B - Subsidiary Borrowers 5.2 List of Jurisdictions in which Borrower and/or Subsidiaries do business Schedule 1.01C - Guarantors 5.3(a) Real Estate Requirements Schedule 4.01(a5.3(b) - Equity Investments; List of Jurisdictions in which to file financing statements Schedule 6.4 Owned and Leased Real Property/Locations of Equipment, Inventory and Books and Records Schedule 6.9 Compliance with Laws Schedule 6.12 Litigation Schedule 6.16 Employee Pension Benefit Plans Schedule 6.18 Environmental Matters Schedule 6.19 Subsidiaries / Significant Subsidiaries Schedule 4.01(b6.20(c) - Loan Parties Contingent Obligations Schedule 4.01(i) - Disclosures 6.23 Capitalization Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date 8.1 Existing Funded Debt Schedule 4.01(u8.2(f) - Permitted Liens Schedule 5.01(m8.3 Existing Guaranties Schedule 8.7(b) - Listed Subsidiaries Existing Investments Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for 13.6 Notices Exhibit A - Form of Revolving FORM OF REQUEST FOR REVOLVING CREDIT ADVANCE B FORM OF REVOLVING CREDIT NOTE C FORM OF SWING LINE NOTE D FORM OF REQUEST FOR SWING LINE ADVANCE E-1 FORM OF NOTICE OF LETTERS OF CREDIT STANDBY E-2 FORM OF NOTICE OF LETTER OF CREDIT DOCUMENTARY F FORM OF SWING LINE LENDER PARTICIPATION CERTIFICATE G [RESERVED] H FORM OF ASSIGNMENT AGREEMENT I FORM OF COVENANT COMPLIANCE REPORT J FORM OF TERM NOTE K FORM OF INTERCOMPANY NOTE L FORM OF TERM LOAN RATE REQUEST M FORM OF GUARANTY N FORM OF BORROWING BASE CERTIFICATE O FORM OF SECURITY AGREEMENT This Fifth Amended and Restated Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated is made as of November 10the 12th day of October, 2010 2006, by and among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party from time to time signatory hereto (each, individually a “Lender”, and together with the Initial Lenders ,” and any other person that becomes a Lender hereunder pursuant to Section 10.07, and all such financial institutions collectively the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A.Comerica Bank, as Administrative Agent for the initial issuing bank Lenders (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined)Noble International, ▇▇▇▇▇ FARGO CAPITAL FINANCELtd., LLC a Michigan corporation (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (Noble” or “Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “BookrunnersBorrower”).
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Schedules. Schedule I 1.1(a) Gas Gathering Systems 1.1(b) Mortgaged Property 1.1(c) Historical Hedging Addbacks 1.1(d) Specified Non-Recourse Debt 2.9(b) Net Indebtedness 4.1(a) Contingent Liabilities, Etc. 4.1(b) Dispositions 4.4 Consents, Authorizations, Filings and Notices 4.6 Material Litigation 4.13 ERISA 4.15 Subsidiaries 4.19(a)-1 UCC Filing Jurisdictions - Commitments and Applicable Lending Offices Schedule II Collateral 4.19(a)-2 UCC Financing Statements to Remain on File 4.19(b) Mortgage Filings Jurisdictions 4.19(c) UCC Filing Jurisdictions - Designated Account Debtors Schedule III - Intellectual Property Collateral 4.21 Specified Non-Recourse Debt Documents 4.24 Hydrocarbon Interests 4.25(b) Consents 6.15(a) Hedging Arrangements 7.2(d) Existing Indebtedness 7.3(b)(x) Existing Liens 7.5(g)(i) Certain Dispositions 8(g)(i) Required Payments to Employee Welfare Benefit Plans 8(g)(ii) Required Payments to Multiemployer Plans EXHIBITS: A Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt Guarantee and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Exhibit A - Collateral Agreement B Form of Revolving Credit Note Exhibit B-1 - Compliance Certificate C Form of Closing Certificate D Form of Mortgage E Form of Assignment and Acceptance F-1 Form of Legal Opinion of Skadden, Arps, Slate, Meagher & Flom LLP F-2 Form of Legal O▇▇▇▇on of General Counsel F-3 Form of Opinion of Davis, Graham & Stubbs LLP G ▇▇▇▇ ▇▇ ▇▇rm ▇▇▇▇ ▇ Form of Exemption Certificate I Form of Lender Addendum J Form of Solvency Certificate K Form of Notice of Borrowing Exhibit B-2 - L Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base No Parent Liquidity Event Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) AGREEMENT, dated as of November 10July 31, 2010 2002, among CHEMTURA CORPORATIONThe Williams Companies, Inc., a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”"Parent"), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇Wil▇▇▇▇▇ ▇▇oduction Holdings LLC, a Delaware limited liability c▇▇▇▇▇▇ LENDING PARTNERS LLC (“GS”"Holdings"), as co-documentation agentsWilliams Production RMT Company, a Delaware corporation (the "Bo▇▇▇▇▇▇"), the several banks and other financial institutions or entities from time to time parties to this Agreement as lenders (the "Lenders"), LEHMAN BROTHERS INC., as advisor, lead arranger and book manager (▇▇ LYNCH▇uch capacity, PIERCEthe "Arranger"), LEHMAN COMMERCIAL PAPER INC., as syndication agent (in such capa▇▇▇▇, the "Syndication Agent"), and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such c▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITALy, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”"Administrative Agent").
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Schedules. Schedule I - 1.1(a) Mortgaged Property Schedule 1.1(b) Commitments and Applicable Lending Offices Addresses of Lenders Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a1.1(c) - Equity Investments; Excluded Subsidiaries Schedule 4.01(b) - Loan Parties 8.6 Government Approvals Schedule 4.01(i) - Disclosures 8.12 Subsidiaries Schedule 4.01(m) - Environmental Liabilities 8.18 Capital Stock Schedule 4.01(t) - Surviving Debt and Effective Date Debt 9.9 Affiliate Transactions Schedule 4.01(u) - 10.1 Indebtedness Schedule 10.2 Liens Schedule 5.01(m) - Listed Subsidiaries 10.5 Investments Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices 10.12 Burdensome Agreements EXHIBITS Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - B [Reserved] Exhibit C Form of Intercreditor Agreement Mortgage Exhibit D [Reserved] Exhibit E - [Reserved] Exhibit F Form of Borrowing Base Certificate Letter of Credit Request Exhibit F - G-1 Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Legal Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10, 2010 among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“& ▇▇▇▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and LLP Exhibit G-2 Form of Legal Opinion of Ropes & ▇▇▇▇ LLP Exhibit G-3 [Reserved] Exhibit G-4 Form of Legal Opinion of ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC ▇▇▇▇▇ LLP Exhibit G-5 Form of Legal Opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP Exhibit H Form of Effective Date Certificate Exhibit I-1 Form of Promissory Note (Tranche D Term Loans) Exhibit I-2 Form of Promissory Note (New Term Loans) Exhibit I-3 Form of Promissory Note (Revolving Credit and Swingline Loans) Exhibit J-1 Form of Joinder Agreement (New Term Loans) Exhibit J-2 Form of Joinder Agreement (Revolving Credit Increase) SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 18, 2007, among LPL INVESTMENT HOLDINGS INC., a Delaware corporation (“GSHoldings”), as co-documentation agentsLPL HOLDINGS, INC., a Massachusetts corporation (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”), ▇▇▇▇▇▇▇ LYNCHSACHS CREDIT PARTNERS L.P. (“GSCP”), PIERCEas Sole Lead Arranger and Sole Bookrunner, and Syndication Agent, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ INCORPORATED SENIOR FUNDING, INC. (“MLPF&SMSSF”), as Administrative Agent, and ▇▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank & CO. (“Barclays CapitalMS”), and GS, as joint bookrunners (the “Bookrunners”)Collateral Agent.
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Schedules. Schedule I - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - Existing Lenders' Commitments, Pro Rata Shares, Notice Information 3.1 Outstanding Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary 5.1A Jurisdiction of Organizations 5.1C Ownership of the Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; 5.1D Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - of the Borrowers 5.1E Options 5.2 Governmental Consents 5.5 Mortgaged Real Property and Material Real Estate 5.6 Litigation 5.8 Material Contracts 5.13 Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Matters 5.16B Permits 7.1 Indebtedness Existing on the Closing Date Debt Schedule 4.01(u) - 7.2 Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Exhibit Existing on the Closing Date 7.3 Investments Existing on the Closing Date 7.7 Leases Existing on the Closing Date 7.10 Affiliate Transactions Existing on the Closing Date v EXHIBITS A-1 Form of Term A - Note A-2 Form of Term B Note A-3 Form of Revolving Credit Note Exhibit B-1 - Form of Borrowing Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Issuance Notice Exhibit B-3 Form of Conversion/Continuation Notice C - Form of Compliance Certificate D-1 Form of Assignment and Acceptance Exhibit D - Agreement D-2 Form of Intercreditor Agreement Exhibit E - Certificate of Non-Bank Status E-1 Form of Borrowing Base Certificate Exhibit F - Deed of Trust E-2 Form of Security Agreement Exhibit G - E-3 Form of Disbursement Agreement E-4 Form of Collateral Account Agreement E-5 Form of Holding Account Agreement F Form of Subsidiary Guaranty Exhibit H - G Form of Financial Condition Certificate H-1 Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10, 2010 among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A.Weiss, as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined)Rifkind, ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ INCORPORATED (“MLPF&S”), H-2 Form of Opinion of ▇▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇▇ Fargo& ▇▇▇▇▇▇▇ I Form of Subordination, CGMINon-Disturbance and Attornment Agreement J Form of Environmental Indemnity K Form of Consent L Form of Intercompany Mall Note M Intentionally Omitted N Form of Amended and Restated Intercreditor Agreement O Phase II Project Insurance Requirements P Form of Estoppel Certificate Q Form of Joinder Agreement R Schedule of Security Filings vi LAS VEGAS SANDS, BARCLAYS CAPITALINC. and VENETIAN CASINO RESORT, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).LLC
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Schedules. Schedule I I-A - Commitments and Commitment Amounts Schedule I-B - List of Applicable Lending Offices Schedule II - Designated Account Debtors Existing Liens Schedule III - Form Change of Invoices Control Schedule IV - Outstanding Balance of Existing Letters of Credit Schedule 1.01A V - Fixed Charge Coverage Ratio Components LC Subsidiaries Schedule 1.01B VI - Subsidiary Borrowers Schedule 1.01C VII - Guarantors ERISA Matters Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) VIII - Environmental Liabilities Matters Schedule 4.01(t) IX - Surviving Existing Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 B - Form of Swing Line Advance Notice Promissory Note Exhibit C - Form of Assignment and Acceptance Exhibit D D-1 - Form of Intercreditor Agreement Opinion of In-House Counsel to the Loan Parties Exhibit D-2 - Form of Corporate Opinion of Special New York Counsel to the Loan Parties Exhibit E - Form of Borrowing Base Certificate Opinion of Special New York Counsel to the Agent Exhibit F - Form of Security Assumption Agreement Exhibit G - Form CREDIT AGREEMENT, dated as of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT August 30, 2004 (this “Agreement”) dated as of November 10), 2010 among CHEMTURA CORPORATIONThe Gap, Inc., a Delaware corporation (the “CompanyBorrower”) and each of ), the LC Subsidiaries (as hereinafter defined), the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) banks and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as ) listed on the initial issuing bank (in such capacitysignature pages hereof, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender Banks (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. Citigroup Global Markets Inc. (“CGMI”), ) and Banc of America Securities LLC as joint lead arrangers and joint book managers (the “Joint Lead Arrangers”), Bank of America, N.A., HSBC Bank USA, National Association and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, JPMorgan Chase Bank as co-syndication agents (the investment banking division of Barclays Bank (“Barclays CapitalCo-Syndication Agents”), and GSCiticorp USA, Inc. (“CUSA”), as joint bookrunners agent (the “BookrunnersAgent”)) for the Lenders and the Issuing Banks hereunder.
Appears in 1 contract
Sources: Credit Agreement (Gap Inc)
Schedules. Schedule I 1.1(a) - Commitments and Applicable Lending Offices as of Closing Date Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a4.1(f) - Equity Investments; Subsidiaries Calculation of MLA Cost Schedule 4.01(b6.1(b) - Loan Parties Subsidiaries of the Company as of Closing Date Schedule 4.01(i) - Disclosures Schedule 4.01(m6.1(h) - Environmental Liabilities Matters Schedule 4.01(t6.1(p) - Surviving Debt and Effective Support Obligations of the Borrowers and any Subsidiary as of Closing Date Debt Schedule 4.01(u) 9.2 - Liens as of Closing Date Schedule 5.01(m) 13.1 - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Notice Addresses for Notices Lenders EXHIBITS Exhibit A A-1 - Form of Revolving Credit Note for Company Exhibit A-2 - Form of Revolving Credit Note for Designated Borrowers Exhibit B-1 - Form of Notice of Revolving Credit Borrowing Exhibit B-2 - Form of Swing Line Advance Notice of Swingline Borrowing Exhibit C - Form of Notice of Account Designation Exhibit D - Form of Notice of Prepayment Exhibit E - Form of Borrower Joinder Agreement Exhibit F - Form of Notice of Conversion/Continuation Exhibit G - Form of Officer's Compliance Certificate Exhibit H - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10August 20, 2010 2004 among CHEMTURA CORPORATIONEQUIFAX INC., a Delaware Georgia corporation (the “Company”) "COMPANY"), EQUIFAX PLC, a public company limited by shares organized under the laws of England and each Wales ("EQUIFAX PLC"), certain other Wholly-Owned Subsidiaries of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders Company from time to time party hereto (eachtogether with Equifax Plc, each a “Lender”, "DESIGNATED BORROWER," and together with the Initial Lenders Company and any other person that becomes a Lender hereunder pursuant to Section 10.07Equifax Plc, the “Lenders”"BORROWERS," and each, a "BORROWER"), ▇▇▇▇▇ FARGO the Lenders from time to time party hereto and SUNTRUST BANK, N.A., as the initial issuing bank Administrative Agent (all capitalized terms used herein and defined in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), Section 1.1 are used herein as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter therein defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).
Appears in 1 contract
Sources: Credit Agreement (Equifax Inc)
Schedules. Schedule I - 1.1(a) Commitments and Applicable Lending Offices of Lenders Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - Existing 1.1(b) DIP Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components 1.1(c) Mortgaged Properties Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a1.1(d) - Equity Investments; Excluded Subsidiaries Schedule 4.01(b) - Loan Parties 8.4 Litigation Schedule 4.01(i) - Disclosures 8.12 Subsidiaries Schedule 4.01(m) - Environmental Liabilities 8.15 Property Matters Schedule 4.01(t) - Surviving Debt and Effective 9.9 Closing Date Debt Affiliate Transactions Schedule 4.01(u) - 10.1 Closing Date Indebtedness Schedule 10.2 Closing Date Liens Schedule 5.01(m) - Listed Subsidiaries 10.4 Scheduled Dispositions Schedule 5.02(r) - Exempt Accounts 10.5 Closing Date Investments Schedule 10.02 - Administrative Agent’s Office, Certain 13.2 Notice Addresses for Notices Exhibit A - Form of Revolving Credit Note Borrowing Request Exhibit B-1 - B Form of Notice of Borrowing Guarantee Exhibit B-2 - C [Reserved] Exhibit D Form of Swing Line Advance Notice Perfection Certificate Exhibit C - E [Reserved] Exhibit F [Reserved] Exhibit G Form of Letter of Credit Request Exhibit I Form of Credit Party Closing Certificate Exhibit J Form of Assignment and Acceptance Exhibit D - K-1 Form of Promissory Note (Revolving Credit Loans) Exhibit K-2 Form of Promissory Note (Term Loans) Exhibit K-3 Form of Promissory Note (Term C Loans) Exhibit L Form of Incremental Amendment Exhibit M Form of Junior Lien Intercreditor Agreement Exhibit E - Q Form of Borrowing Base Certificate Non-U.S. Lender Certification Exhibit F - R Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY Assignment and Assumption CREDIT AGREEMENT (this “Agreement”) AGREEMENT, dated as of November 10[ ], 2010 among CHEMTURA CORPORATION[ ] (“Holdings”), a Delaware corporation [ ] (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial lending institutions and other institutional lenders party from time to time parties hereto (each, each a “Lender”” and, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07collectively, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A.DEUTSCHE BANK AG NEW YORK BRANCH, as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties , Collateral Agent and the other Secured Parties (each as hereinafter defined) a Term Letter of Credit Issuer, and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”)DEUTSCHE BANK SECURITIES INC., BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”)PLC, as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. ., CREDIT SUISSE SECURITIES (“CGMI”)USA) LLC, RBC CAPITAL MARKETS, UBS SECURITIES LLC AND NATIXIS, NEW YORK BRANCH, as joint lead arrangers (the “Joint Lead Arrangers”), Arrangers and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Joint Bookrunners”).
Appears in 1 contract
Sources: Senior Secured Debtor in Possession Credit Agreement (Energy Future Competitive Holdings Co LLC)
Schedules. Schedule I - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a5.01(a) - Equity Investments; Investors Schedule 5.01(b) - Jurisdictions of Incorporation, Addresses and Tax ID Numbers Schedule 5.01(c) - Subsidiaries Schedule 4.01(b5.01(g) - Loan Parties Disclosed Litigation Schedule 4.01(i5.01(s) - Disclosures Existing Debt Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t5.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u5.01(u) - Liens Schedule 5.01(m5.01(v) - Listed Subsidiaries Owned Real Property Schedule 5.02(r5.01(w)(1) - Exempt Accounts Leased Real Property (Lessee) Schedule 10.02 5.01(w)(2) - Administrative Agent’s Office, Certain Addresses for Notices Leased Real Property (Lessor) Schedule 5.01(x) - Investments Schedule 6.01(i) - Agreements with Affiliates EXHIBITS Exhibit A A-1 - Form of Revolving Credit Note Exhibit B-1 A-2 - Form of Term B Note Exhibit B - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Security Agreement Exhibit E - Form of Borrowing Base Certificate Guaranty Supplement Exhibit F - Form of Security Agreement Solvency Certificate Exhibit G - Form of Guaranty Exhibit H G-1 - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY to the Loan Parties Exhibit G-2 - Form of Opinion of In-House Counsel to the Loan Parties CREDIT AGREEMENT (this “Agreement”) dated as of November 10July 29, 2010 2005 among CHEMTURA CORPORATIONMadison River Capital, LLC, a Delaware corporation limited liability company (“MRC”), Madison River Telephone Company LLC, a Delaware limited liability company, the “Company”) and each of the Subsidiary Borrowers other Guarantors (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”)Lynch, as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCEPierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED Incorporated (“MLPF&S”), ) and ▇▇▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. Sachs Credit Partners L.P. (“CGMIGSCP”), as lead arrangers and as co-syndication agents, MLPF&S, GSCP and ▇▇▇▇▇▇ Brothers Inc. (“▇▇▇▇▇▇ Brothers”), as joint lead arrangers (the “Lead Arrangers”)bookrunners, and MLPF&S, ▇▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank Commercial Paper Inc. (“Barclays Capital▇▇▇▇▇▇”), and GSas collateral agent (together with any successor collateral agent appointed pursuant to Article VIII, as joint bookrunners (the “BookrunnersCollateral Agent”) for the Secured Parties (as hereinafter defined) and as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the “Administrative Agent”) for the Lender Parties (as hereinafter defined).
Appears in 1 contract
Schedules. Schedule I - 1.1(a) Commitments and Applicable Lending Offices Pro Rata Shares Schedule II - Designated Account Debtors 6.5 Litigation Schedule III - 6.12 Gas Imbalances Schedule 6.14(a) Material Indebtedness Schedule 6.15 Environmental Matters Schedule 6.17 Burdensome Restrictions Schedule 6.19 Subsidiaries and Minority Interests Schedule 6.24 Downstream Contracts Schedule 6.25 Existing Derivative Contracts Schedule 6.29 Material Specified Acquisition Documents Schedule 6.30(a)-1 Security Agreement UCC Filing Jurisdictions Schedule 6.30(a)-2 UCC Financing Statements to Remain on File Schedule 6.30(b) Mortgage Filing Jurisdictions Schedule 8.1 Permitted Liens Schedule 8.9 Transactions with Affiliates EXHIBITS Exhibit A Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Collateral Trust Agreement Exhibit A - B Form of Revolving Credit Compliance Certificate Exhibit C Form of Guaranty Agreement Exhibit D Form of Intercreditor Agreement Exhibit E Form of Note Exhibit B-1 - F Form of Notice of Borrowing Exhibit B-2 - G Form of Swing Line Advance Notice of Conversion/Continuation Exhibit C - H Form of Security Agreement Exhibit I Form of Exemption Certificate Exhibit J Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of K Supplement to Schedules to Security Agreement Exhibit G - Form This TERM LOAN AGREEMENT is entered into as of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT May 7, 2007 (this “Agreement”) dated as of November 10), 2010 among CHEMTURA CORPORATIONVENOCO, INC., a Delaware corporation (the “CompanyBorrower”) and ); each of the Subsidiary Borrowers Subsidiaries party hereto, as Guarantors; each of the financial institutions which is or which may from time to time become a party to this Agreement (as hereinafter definedincluding pursuant to an Assignment and Acceptance or a Joinder Agreement) (each, including the Companyindividually, a “Borrower”, Lender” and collectively, the “BorrowersLenders”); CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); UBS SECURITIES LLC, as syndication agent (in such capacity, the “Syndication Agent”), the Initial Lenders CREDIT SUISSE SECURITIES (as hereinafter definedUSA) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”LLC, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07UBS SECURITIES LLC, as joint lead arrangers (in such capacities, the “LendersArrangers”), ▇▇▇▇▇▇ FARGO BANK, N.A.COMMERCIAL PAPER INC. and BANK OF MONTREAL, as the initial issuing bank co-documentation agents (in such capacitycapacities, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays BankCo-Documentation Agents”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”)BROTHERS INC. and BMO CAPITAL MARKETS CORP., as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (in such capacity, the “Lead Co-Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).
Appears in 1 contract
Sources: Term Loan Agreement (Venoco, Inc.)
Schedules. Schedule I - 1.1(a) Pricing Schedule Schedule 2.1 Commitments and Applicable Lending Offices Pro Rata Shares Schedule II - Designated Account Debtors 4.6 Associated Costs Rate Schedule III - Form of Invoices 5.1(i) Debt to be Repaid Schedule IV - Existing Letters of Credit 6.5 Litigation Schedule 1.01A - Fixed Charge Coverage Ratio Components 6.12 Environmental Matters Schedule 1.01B - Subsidiary Borrowers 6.16 Subsidiaries and Minority Interests Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - 8.1 Liens Schedule 5.01(m) - Listed Subsidiaries 8.4 Investments Schedule 5.02(r) - Exempt Accounts 8.5 Indebtedness Schedule 10.02 - Administrative Agent’s Office, Certain 8.8 Contingent Obligations Schedule 12.2 Offshore and Domestic Lending Offices; Addresses for Notices EXHIBITS Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - B Form of Swing Line Advance Notice of Conversion/Continuation Exhibit C - Form of Assignment and Acceptance Assumption Letter Exhibit D - Form of Intercreditor Agreement Compliance Certificate Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - F-1 Form of Opinion of General Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10Culligan Exhibit F-2 Form of Opinion of Skadden, 2010 among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”)Arps, ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED Exhibit G Form of Opinion of Counsel to the Administrative Agent Exhibit H Form of Assignment and Acceptance Exhibit I-1 Form of Revolving Note Exhibit I-2 Form of Swing Ling Note Exhibit J Form of Request for Extension of Revolving Termination Date || SHORT-TERM CREDIT AGREEMENT This SHORT-TERM CREDIT AGREEMENT is entered into as of April 30, 1997 among CULLIGAN WATER TECHNOLOGIES, INC., a corporation organized under the laws of Delaware (“MLPF&S”"Culligan"), each Borrowing Subsidiary (as defined below), the several financial institutions from time to time party to this Agreement (collectively the "Lenders"; individually each a "Lender"), ▇▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”)TRUST AND SAVINGS BANK, as joint lead arrangers (the “Lead Arrangers”)Documentation Agent, LASALLE NATIONAL BANK, as Documentation Agent, THE FIRST NATIONAL BANK OF CHICAGO, as Syndication Agent, BANK OF AMERICA ILLINOIS, as swing line lender and letter of credit issuing lender, and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GSBANK OF AMERICA ILLINOIS, as joint bookrunners (the “Bookrunners”)Administrative Agent as provided herein.
Appears in 1 contract
Sources: Short Term Credit Agreement (Culligan Water Technologies Inc)
Schedules. Schedule I - Commitments and List of Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a3.01(b) - Equity Investments; Subsidiaries Disclosed Litigation Schedule 4.01(b4.01(c) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt Required Authorizations and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Approvals EXHIBITS Exhibit A A-1 - Form of Revolving Credit Note Exhibit A-2 - Form of Competitive Bid Note Exhibit B-1 - Form of Notice of Revolving Credit Borrowing Exhibit B-2 - Form of Swing Line Advance Notice of Competitive Bid Borrowing Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Assumption Agreement Exhibit E E-1 - Form of Borrowing Base Certificate Extension Request Exhibit E-2 - Form of Notice of Extension of the Commitment Exhibit F - Form of Security Agreement Designation Letter Exhibit G - Form of Guaranty Acceptance by Process Agent Exhibit H - Form of Opinion of Burton H. Snyder, Senior Vice President, General Counsel SENIOR SECURED and Secretary of the Company Exhibit I - Form of Opinion of Counsel to a Designated Subsidiary EXHIBIT A-1 - FORM OF REVOLVING FACILITY CREDIT AGREEMENT PROMISSORY NOTE U.S.$_______________ Dated: July __, 2004 FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a _________________________ corporation (this “Agreement”the "Borrower"), HEREBY PROMISES TO PAY to the order of _________________________ (the "Lender") for the account of its Applicable Lending Office on the Termination Date (each as defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender's Commitment in figures] or, if less, the aggregate principal amount of the Revolving Credit Advances (as defined in the Credit Agreement referred to below) made by the Lender to the Borrower pursuant to the 364-Day Credit Agreement dated as of November 10July __, 2010 2004 among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectivelyHershey Foods Corporation, the “Borrowers”), the Initial Lenders (as hereinafter defined) Lender and the certain other banks, financial institutions and other institutional lenders party hereto (eachthereto, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANKCitibank, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative "Agent”") for the Lender Parties and the such other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined)lenders, ▇▇▇▇▇ FARGO CAPITAL FINANCEBank of America, LLC (“▇▇▇▇▇ Fargo”)N.A., as syndication agent, CITIBANK. N.A. and Citigroup Global Markets Inc. and Banc America Securities LLC, as joint lead arrangers and joint book managers (“Citibank”as amended or modified from time to time, the "Credit Agreement"; the terms defined therein being used herein as therein defined), BARCLAYS BANK PLC outstanding on the Termination Date. The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Advance from the date of such Revolving Credit Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to Citibank, N.A., as Agent, at the Agent's Account in same day funds. Each Revolving Credit Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Promissory Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (“Barclays Bank”i) provides for the making of Revolving Credit Advances by the Lender to the Borrower and each other "Borrower" thereunder from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Revolving Credit Advance being evidenced by this Promissory Note, and (ii) contains provisions in Sections 6.01 and 2.10, respectively, for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This promissory note shall be governed by, and construed in accordance with the laws of the State of New York. [NAME OF BORROWER] By ------------------------------- Title: ADVANCES AND PAYMENTS OF PRINCIPAL ================ ============= ============== ============== ================ ======================= ========================== Date Amount Interest Interest Amount of Unpaid Principal Notation of Rate Period Principal Paid Balance Made By Advance or Prepaid ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ---------------- ------------- -------------- -------------- ---------------- ----------------------- -------------------------- ================ ============= ============== ============== ================ ======================= ========================== EXHIBIT A-2 - FORM OF COMPETITIVE BID PROMISSORY NOTE U.S.$_______________ Dated: _______________ FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a _________________________ corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of _________________________ (the "Lender") for the account of its Applicable Lending Office (as defined in the 364-Day Credit Agreement dated as of July __, 2004 among Hershey Foods Corporation, the Lender and certain other lenders party thereto, Citibank, N.A., as administrative agent (the "Agent") for the Lender and such other lenders, Bank of America, N.A., as syndication agent, and Citigroup Global Markets Inc. and Banc America Securities LLC, as joint lead arrangers and joint book managers (as amended or modified from time to time, the "Credit Agreement"; the terms defined therein being used herein as therein defined)), on _______________, the principal amount of U.S.$_______________. The Borrower promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full, at the interest rate and payable on the interest payment date or dates provided below: Interest Rate: _____% per annum (calculated on the basis of a year of _____ days for the actual number of days elapsed). Both principal and interest are payable in lawful money of the United States of America to Citibank, N.A. for the account of the Lender at the Agent's Account in same day funds. This Promissory Note is one of the Competitive Bid Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, contains provisions in Section 6.01 for acceleration of the maturity hereof upon the happening of certain stated events. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York. [NAME OF BORROWER] By --------------------------------- Title: EXHIBIT B-1 - FORM OF NOTICE OF REVOLVING CREDIT BORROWING Citibank, N.A., as Agent for the Lenders party to the Credit Agreement referred to below Two Penn's Way New Castle, Delaware 19720 [▇▇▇▇] ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC : Bank Loan Syndications Ladies and Gentlemen: The undersigned, [Name of Borrower], refers to the 364-Day Credit Agreement, dated as of July __, 2004 (“GS”as amended or modified from time to time, the "Credit Agreement", the terms defined therein being used herein as therein defined), among Hershey Foods Corporation, certain Lenders party thereto, Citibank, N.A., as co-documentation agentsadministrative agent (the "Agent") for said Lenders, ▇▇▇▇▇▇▇ LYNCHBank of America, PIERCEN.A., ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”)as syndication agent, ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”)Citigroup Global Markets Inc. and Banc America Securities LLC, as joint lead arrangers and joint book managers, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Revolving Credit Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Revolving Credit Borrowing (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, "Proposed Revolving Credit Borrowing") as required by Section 2.02(a) of the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).Credit Agreement:
Appears in 1 contract
Schedules. Schedule I 1 - Commitments and Applicable Lending Offices Margin Chart Schedule II 2 - Designated Account Debtors Schedule III - Form Certain Industrial Revenue Bonds (see Section 9.1(e) of Invoices Schedule IV - Existing Letters of the Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(aAgreement) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS Exhibit A A-1 - Form of Revolving Credit Note Exhibit A-2 - Form of Term Note Exhibit A-3 - Form of Alternate Currency Syndicated Note Exhibit B-1 - Form of Notice of Borrowing Bid-Option Note Exhibit B-2 - Form of Swing Line Advance Note Exhibit C-1 - Notice of Syndicated Borrowing Exhibit C C-2 - Form Notice of Swing Line Borrowing Exhibit D - Request for Letter of Credit Issuance Exhibit E - Bid-Option Quote Request Exhibit F - Invitation for Bid-Option Quotes Exhibit G - Bid-Option Quote Exhibit H - Notice of Disbursement of Alternate Currency Loan Exhibit I - Notice of Receipt of Alternate Currency Loan Payment Exhibit J - Securities Purchase Agreement Exhibit K - Assignment and Acceptance Exhibit D L - Notice of Substitution of Bank(s) Exhibit M - Opinion of Counsel for the Borrowers Exhibit N - Opinion of Special New York Counsel for the Borrowers Exhibit O - Terms of Subordination Exhibit P-1 - Form of Intercreditor Agreement Alternate Currency Addendum for Pounds Sterling Exhibit E P-2 - Form of Borrowing Base Certificate Alternate Currency Addendum for Deutsche Marks Exhibit F P-3 - Form of Security Agreement Alternate Currency Addendum for Italian Lire Exhibit G Q - Form of Guaranty Exhibit H R - Form of Opinion Pledge Agreement Exhibit S - Form of Counsel SENIOR SECURED REVOLVING FACILITY Assumption Letter Exhibit T - Conversion/Continuation Notice CREDIT AGREEMENT (this “Agreement”) THIS CREDIT AGREEMENT, dated as of November 10January 16, 2010 1998 (as amended, supplemented or otherwise modified from time to time, this "Agreement"), is by and among CHEMTURA CORPORATIONMASCOTECH, INC., a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (eachtogether with its successors, including the Company"MascoTech"), MASCOTECH ACQUISITION, INC., a “Borrower”Delaware corporation (together with its successors, "Acquisition"), any Borrowing Subsidiaries which are now or may hereafter become a party hereto from time to time (each individually a "Borrowing Subsidiary" and collectively, the “"Borrowing Subsidiaries") (MascoTech, Acquisition and each Borrowing Subsidiary referred to individually as a "Borrower" and collectively as the "Borrowers”"), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders Banks party hereto from time to time (eachcollectively, the "Banks" and individually, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”"Bank"), ▇▇▇▇▇ FARGO BANK, N.A., as The First National Bank of Chicago (the initial issuing bank (in such capacity, the “Initial Issuing Bank”"Administrative Agent"), BANK OF AMERICABank of America NT&SA and NationsBank, N.A. (“Bank of America”the "Syndication Agents", and collectively with the Administrative Agent, the "Agents"), as administrative and collateral agent (or any successor appointed pursuant to Article VIIFirst Chicago Capital Markets, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined)Inc., BancAmerica ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”)▇▇▇▇, as co-documentation agentsInc., and NationsBanc ▇▇▇▇▇▇▇▇▇▇ LYNCHSecurities, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED Inc. (“MLPF&S”), ▇▇▇▇▇ Fargo each individually an "Arranger" and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITALcollectively, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”"Arrangers").
Appears in 1 contract
Sources: Credit Agreement (Mascotech Inc)
Schedules. Schedule I - Commitments Loan Amounts and Applicable Lending Offices Schedule II - Designated Account Debtors Guarantors Schedule III - Form of Invoices Schedule IV 1.01 - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Investors Schedule 4.01(b) - Loan Parties Subsidiaries Schedule 4.01(i4.01(f) - Disclosures Disclosed Litigation Schedule 4.01(k) - Plans, Multiemployer Plans and Welfare Plans Schedule 4.01(l) - Environmental Disclosure Schedule 4.01(m) - Environmental Liabilities Open Years Schedule 4.01(o) - Surviving Debt Schedule 4.01(p) - Liens Schedule 4.01(q) - Owned Real Property Schedule 4.01(r)(1) - Leased Real Property (Lessee) Schedule 4.01(r)(2) - Leased Real Property (Lessor) Schedule 4.01(s) - Investments Schedule 4.01(t) - Surviving Debt and Effective Date Debt Intellectual Property Schedule 4.01(u) - Material Contracts Schedule 5.02(a)(iii) - Elk Liens Schedule 5.01(m5.02(b)(iii)(D) - Listed Subsidiaries Elk Debt Schedule 5.02(r5.02(e) - Exempt Accounts Excluded Assets Schedule 10.02 8.02 - Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS Exhibit A - Form of Revolving Credit Note Exhibit B-1 B - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Resignation and Assignment Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Solvency Certificate Exhibit E - Form of Borrowing Base Certificate Mortgage Amendment Exhibit F - Form of Security Agreement Approval Order Exhibit G - Form of Guaranty Opinion of Counsel to the Loan Parties Exhibit H - Form of Opinion of General Counsel SENIOR SECURED REVOLVING FACILITY CREDIT to BMCA Exhibit I - Form of Amended and Restated Security Agreement Exhibit J - Form of Ratification JUNIOR LIEN TERM LOAN AGREEMENT (AMENDING AND RESTATING IN ITS ENTIRETY THE BRIDGE LOAN AGREEMENT DATED AS OF FEBRUARY 22, 2007) THIS JUNIOR LIEN TERM LOAN AGREEMENT (amending and restating in its entirety the Bridge Loan Agreement dated as of February 22, 2007) (this “Agreement”"AGREEMENT") dated as of November 10March 15, 2010 2007 among CHEMTURA CORPORATIONBUILDING MATERIALS CORPORATION OF AMERICA, a Delaware corporation (the “Company”"BMCA"), BMCA ACQUISITION INC., a Delaware corporation ("BMCA ACQUISITION") and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the CompanyBMCA ACQUISITION SUB INC., a “Borrower”Delaware corporation ("BMCA ACQUISITION SUB" and together with BMCA and BMCA Acquisition, and collectively, the “Borrowers”"BORROWERS" and each a "BORROWER"), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto listed on the signature pages hereof as Lenders, DEUTSCHE BANK AG NEW YORK BRANCH (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”"DBNY"), ▇▇▇▇▇ FARGO BANK, N.A., as collateral agent for the initial issuing bank Secured Parties (as hereinafter defined and DBNY in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and together with any successor collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined"COLLATERAL AGENT") and as Swing Line Lender administrative agent for the Lenders (as hereinafter defineddefined and DBNY in such capacity, together with any successor administrative agent appointed pursuant to Article VII, the "ADMINISTRATIVE AGENT"), DEUTSCHE BANK SECURITIES INC., BEAR STEARNS & CO. INC. and J.P. MORGAN SECURITIES INC., as joint lead a▇▇▇▇▇▇▇s (in such capac▇▇▇▇▇, ▇▇▇▇▇ FARGO CAPITAL FINANCEectively, LLC the "JOINT LEAD ARRANGERS") and joint book managers, BEAR STEARNS & CO. INC., as syndication agent (“▇▇the "SYNDICATION AGENT") ▇▇▇ Fargo”)▇.▇. MORGAN SECURITIES INC., as syndication agent, CITIBANK. N.A. documentation agent (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇the "DOCUMENTA▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”▇", and together with the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers and the Syndication Agent, collectively, the "AGENTS"), AMENDS AND RESTATES IN FULL the Existing Bridge Loan Agreement (as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”hereinafter defined).
Appears in 1 contract
Sources: Junior Lien Term Loan Agreement (Building Materials Manufacturing Corp)
Schedules. Schedule I - 1.1(a) Term Loan Commitments Schedule 1.1(b) Revolving Loan Commitments Schedule 1.1(c) Dealers Schedule 1.1(d) Franchisees Schedule 3.5 Litigation Schedule 3.7 ERISA Schedule 3.8 Closing Date Sources and Applicable Lending Offices Uses; Funds Flow Memorandum Schedule II - Designated Account Debtors 3.9 Ownership of Property; Liens Schedule III - 3.10 Tax Audits Schedule 3.11(a) Historical Financial Statements Schedule 3.11(b) Pro Forma Financial Statements Schedule 3.11(e) Projections Schedule 3.15 Labor Relations Schedule 3.16 Intellectual Property Schedule 3.18 Insurance Schedule 3.19 Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.20 Jurisdiction of Organization; Chief Executive Office Schedule 3.21 Locations of Inventory, Equipment and Books and Records Schedule 3.22 Deposit Accounts and Other Accounts Schedule 3.23 Government Contracts Schedule 3.24 Customer and Trade Relations Schedule 3.25 Bonding Schedule 4.2(f) Financial and Collateral Reports Schedule 4.21 Post-Closing Matters Schedule 5.1 Liens Schedule 5.4 Investments Schedule 5.5 Indebtedness Schedule 5.6 Transactions with Affiliates Schedule 5.9 Contingent Obligations Schedule 11.1 Prior Indebtedness Exhibit 1.1(c) Form of Invoices Schedule IV - Existing Letters L/C Request Exhibit 1.1(d) Form of Swing Loan Request Exhibit 1.6 Form of Notice of Conversion/Continuation Exhibit 2.1 Closing Checklist Exhibit 4.2(b) Form of Compliance Certificate Exhibit 4.11 Form of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(aCard Notification Exhibit 11.1(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Exhibit A - Form of Revolving Credit Note Assignment Exhibit B-1 - 11.1(b) Form of Borrowing Base Certificate Exhibit 11.1(c) Form of Notice of Borrowing Exhibit B-2 - 11.1(d) Form of Swing Line Advance Notice Revolving Note Exhibit C - 11.1(e) Form of Assignment and Acceptance Swingline Note Exhibit D - 11.1(f) Form of Intercreditor Term Note Exhibit 11.1(g) Form of Customs Broker Agreement Exhibit E - 11.1(h) Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY Consignor Acknowledgement This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) dated is entered into as of November December 10, 2010 2013, by and among CHEMTURA RADIOSHACK CORPORATION, a Delaware corporation (the “CompanyBorrower”) and each of ), the Subsidiary Borrowers (other Persons party hereto that are designated as hereinafter defined) (eacha “Credit Party”, including the CompanyGeneral Electric Capital Corporation, a Delaware corporation (in its individual capacity, “BorrowerGE Capital”), and as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) Lenders” and the other banks, financial institutions and other institutional lenders party hereto (each, individually each a “Lender”, ) and together with the Initial Lenders and any other person that becomes for itself as a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., (including as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”Swingline Lender), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”)such Lenders.
Appears in 1 contract
Sources: Credit Agreement (Radioshack Corp)
Schedules. Schedule Applicable L/C Fee Percentage, Applicable Revolving Commitment Fee Percentage and Eurocurrency Margins 2 Insurance Deposits 6.2 Good Standing Certificates 6.3(b) List of Jurisdictions in which UCC Financing Statements will be filed 7.9 Consumer Credit Laws 7.12 Litigation 7.16 Pension Plans 7.18 Environmental Matters 7.19 Subsidiaries 7.20 Contingent Obligations 9.1 Indebtedness 9.2 Liens - v - TABLE OF CONTENTS (Continued) EXHIBITS A FORM OF REQUEST FOR REVOLVING CREDIT ADVANCE B FORM OF REVOLVING CREDIT NOTE C FORM OF NOTICE OF LETTERS OF CREDIT D FORM OF REQUEST FOR SWING LINE ADVANCE E FORM OF SWING LINE NOTE F FORM OF SWING LINE PARTICIPATION CERTIFICATE G PERCENTAGES H FORM OF COVENANT COMPLIANCE REPORT I FORM OF ASSIGNMENT AGREEMENT J FORM OF GUARANTY (including Exhibit "A" - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(aJoinder Agreement) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY K FORM OF BORROWING BASE CERTIFICATE L FORM OF SECURITY AGREEMENT CREDIT AGREEMENT THIS CREDIT AGREEMENT (this “"Agreement”") dated is made as of November 10the 27th day of November, 2010 1996, by and among CHEMTURA CORPORATIONComerica Bank-Texas and the other financial institutions from time to time parties hereto as lenders of the Revolving Credit (individually, "Revolving Credit Bank", and collectively "Revolving Credit Banks"), Comerica Bank-Texas, as lender of the Swing Line Credit ("Swing Line Bank" and together with Revolving Credit Banks, collectively referred to as the "Banks") Comerica Bank, as agent for the Banks (in such capacity, "Agent"), and Renters Choice, Inc., a Delaware corporation (the “"Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each"). COMPANY, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).AGENT AND BANKS AGREE:
Appears in 1 contract
Schedules. Schedule I - 1.1(a) Account Designation Letter Schedule 1.1(b) MLA Costs Schedule 2.1(a) Schedule of Lenders and Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a2.1(b)(i) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Schedule 2.1(e) Form of Swing Line Advance Notice Exhibit C - U.S. Revolving Note Schedule 2.2(d) Form of Assignment and Acceptance Exhibit D - Swingline Note Schedule 2.4(e) Form of Intercreditor Agreement Exhibit E - U.K. Revolving Note Schedule 2.5(d) Form of Borrowing Base Certificate Exhibit F - Term Note Schedule 2.8 Form of Security Agreement Exhibit G - Notice of Prepayment Schedule 2.11 Form of Guaranty Exhibit H - Notice of Conversion/Extension Schedule 2.19 Section 2.19 Certificate Schedule 3.6 Litigation Schedule 3.9 ERISA Schedule 3.12 Subsidiaries Schedule 3.16 Intellectual Property Schedule 3.19(a) Location of Real Property Schedule 3.19(b) Location of Property Schedule 3.19(c) Chief Executive Offices Schedule 3.22 Labor Matters Schedule 4.1(b) Form of Opinion Secretary's Certificate Schedule 4.1(g) Form of Counsel SENIOR SECURED REVOLVING FACILITY Solvency Certificate Schedule 5.5(b) Insurance Schedule 5.13 Form of Joinder Agreement Schedule 6.1(b) Indebtedness Schedule 9.2 Schedule of Lenders' Lending Offices Schedule 9.6(c) Form of Commitment Transfer Supplement CREDIT AGREEMENT (this “Agreement”) AGREEMENT, dated as of November 10April 13, 2010 1999, among CHEMTURA CORPORATIONRACING CHAMPIONS, INC., an Illinois corporation ("RCI"), and RACING CHAMPIONS SOUTH, INC., a Delaware North Carolina corporation (the “Company”) and "RCS"), (each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, RCI and RCS individually a “"U.S. Borrower”", and collectively, the “"U.S. Borrowers”"), RACING CHAMPIONS WORLDWIDE LIMITED, a corporation organized under the laws of the United Kingdom (the "U.K. Borrower"), RACING CHAMPIONS CORPORATION, as parent guarantor (the "Company"), those Domestic Subsidiaries of the Company identified as a "Guarantor" on the signature pages hereto and such other Domestic Subsidiaries of the Company as may from time to time become a party hereto (collectively with the Company, the "Guarantors"), the Initial Lenders (as hereinafter defined) several banks and the other banks, financial institutions as may from time to time become parties to this Agreement (collectively, the "Lenders"; and other institutional lenders party hereto (eachindividually, a “"Lender”"), and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO FIRST UNION NATIONAL BANK, N.A.a national banking association, as administrative agent for the initial issuing bank Lenders hereunder (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “"Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”").
Appears in 1 contract
Schedules. Schedule I - 1.01(a) – Existing Indebtedness Schedule 1.01(b) – Permitted Holders Schedule 2.01 – Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors 3.04 – Regulatory Approvals Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a3.13(a) - Equity Investments; – Subsidiaries Schedule 4.01(b3.13(b) - Loan Parties – Subsidiaries Jurisdictions of Organization Schedule 4.01(i3.14 – Existing Dividend Restrictions Schedule 3.15 – Litigation Schedule 3.19 – Environmental Matters Schedule 3.21 – Affiliate Transactions Schedule 5.07 – Properties and Assets Schedule 6.01(b) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - – Existing Liens Schedule 5.01(m6.03(l) - Listed Subsidiaries Schedule 5.02(r– Investments Table of Contents (continued) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS: Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - – Form of Assignment and Acceptance Assumption Exhibit B – [Reserved] Exhibit C – Form of Increasing Lender Supplement Exhibit D - – Form of Intercreditor Augmenting Lender Supplement Exhibit E – List of Closing Documents Exhibit F – Form of Revolving Loan Note Exhibit G-1 – Form of U.S. Tax Certificate (Non-U.S. Lenders That Are Not Partnerships) Exhibit G-2 – Form of U.S. Tax Certificate (Non-U.S. Lenders That Are Partnerships) Exhibit G-3 – Form of U.S. Tax Certificate (Non-U.S. Participants That Are Not Partnerships) Exhibit G-4 – Form of U.S. Tax Certificate (Non-U.S. Participants That Are Partnerships) Exhibit H – Collateral Agency Agreement Exhibit E - J – Form of Borrowing Base Solvency Certificate Exhibit F - Form of K – Pledge Agreement Exhibit L – Security Agreement Exhibit G - Form M – Terms of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY Subordination AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of November 10October 25, 2010 2017 among CHEMTURA CORPORATIONPUGET ENERGY, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectivelyINC., the “Borrowers”)LENDERS from time to time party hereto, the Initial Lenders (JPMORGAN CHASE BANK, N.A., as hereinafter defined) Administrative Agent, MIZUHO BANK, LTD., as Syndication Agent and the other banksBANK OF AMERICA, financial institutions N.A., BARCLAYS BANK PLC, THE BANK OF NOVA SCOTIA, EXPORT DEVELOPMENT CANADA, U.S. BANK NATIONAL ASSOCIATION, MUFG UNION BANK, N.A. and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A.NATIONAL ASSOCIATION, as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as coCo-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”)Documentation Agents.
Appears in 1 contract
Schedules. Schedule I - 1.01(i) Restricted Subsidiaries Schedule 1.01(ii) Unrestricted Subsidiaries Schedule 1.01(iii) Guarantors Schedule 1.01(iv) Distribution Transaction Agreements Schedule 1.01(v) Secured Hedge Agreements as of the Closing Date Schedule 2.01 Commitments and Applicable Lending Offices Percentages Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments6.02 Subsidiaries; Subsidiaries Schedule 4.01(b) - Affiliates; Loan Parties Schedule 4.01(i) - Disclosures 6.03 Required Consents and Regulatory Approvals Schedule 4.01(m) - 6.05 Existing Litigation Schedule 6.06 Material Real Property Schedule 6.15 Existing Investments Schedule 6.20 Environmental Liabilities Compliance Schedule 4.01(t) - Surviving Debt and Effective Date Debt 7.15 Existing Indebtedness Schedule 4.01(u) - 7.16 Existing Guarantees Schedule 7.17 Existing Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses 7.20 Transactions with Affiliates EXHIBIT A‑1 Form of Committed Loan Notice EXHIBIT A‑2 Form of Committed Loan Notice for Notices Exhibit Conversion or Continuation of Loans EXHIBIT B‑1 Form of Term A - Note EXHIBIT B‑2 [Reserved] EXHIBIT B‑3 Form of Revolving Credit Note Exhibit B-1 - EXHIBIT B‑4 Form of Notice of Borrowing Exhibit B-2 - Swingline Note EXHIBIT C Form of Swing Line Advance Notice Exhibit C - Compliance Certificate EXHIBIT D‑1 Form of Certificate as to Quarterly Financial Statements EXHIBIT D‑2 Form of Certificate as to Annual Financial Statements EXHIBIT E Form of Opinion of General Counsel for the Borrower and the other Loan Parties EXHIBIT F Form of Opinion of Special New York Counsel to the Borrower and the other Loan Parties EXHIBIT G [Reserved] EXHIBIT H Form of Assignment and Acceptance Exhibit D - Assumption EXHIBIT I Form of Intercreditor Agreement Exhibit E - Incremental Term Supplement EXHIBIT J Form of Borrowing Base Loan Certificate Exhibit F - Form of Security Agreement Exhibit G - EXHIBIT K Form of Guaranty Exhibit H - Supplement EXHIBIT L Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY Mortgage This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of December 16, 2013 (this “Credit Agreement”) dated as of November 10), 2010 among CHEMTURA CORPORATIONAMC NETWORKS INC., a Delaware corporation (the “Company”) ), AMC NETWORK ENTERTAINMENT LLC (collectively with the Company and each of the Subsidiary Borrowers Additional Borrower (as hereinafter defined) (each, including the Company, a “Borrower”, and collectivelydefined below), the “BorrowersBorrower”), the Initial Lenders (as hereinafter defined) Restricted Subsidiaries identified herein, the lenders which are parties hereto, together with their respective successors and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”assigns, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO JPMORGAN CHASE BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties , Collateral Agent and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”)L/C Issuer.
Appears in 1 contract
Sources: Credit Agreement (AMC Networks Inc.)
Schedules. Schedule I 1.1(A) - Schedule of Commitments and Applicable Lending Offices Addresses Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV 1.1(B) - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a6.1(p) - Equity InvestmentsOwnership of Capital Stock of Subsidiaries; Significant Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 B - Form of Swing Line Advance Notice of Interest Conversion/Continuation Exhibit C - Form of Assignment and Acceptance Exhibit D D-1 - Form of Intercreditor Agreement Revolving Loan Note Exhibit D-2 - Form of Swingline Loan Note Exhibit E - Form of Borrowing Base Certificate Commitment Increase Notice Exhibit F F-1 - Form of Security Agreement Letter of Credit Application of JPMorgan Chase Bank, N.A. Exhibit F-2 - Form of Letter of Credit Application of Bank of America, N.A. Exhibit F-3 - Form of Letter of Credit Application of The Bank of Tokyo-Mitsubishi UFJ, Ltd. Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY Exemption Certificate This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) ), dated as of November 10March 3, 2010 2016, among CHEMTURA CORPORATIONCENTERPOINT ENERGY, INC., a Delaware Texas corporation (the “CompanyBorrower”) ), the banks and each of the Subsidiary Borrowers other financial institutions from time to time parties hereto (as hereinafter defined) (each, including the Companyindividually, a “Borrower”Bank” and, and collectively, the “BorrowersBanks”), the Initial Lenders (as hereinafter defined) MIZUHO BANK, LTD. and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A.NATIONAL ASSOCIATION, as the initial issuing bank co-syndication agents (in such capacitycapacities, the “Initial Issuing BankCo-Syndication Agents”), BANK OF AMERICA, N.A. N.A., CITIBANK, N.A., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and THE ROYAL BANK OF CANADA, as co-documentation agents (in such capacities, the “Bank of AmericaCo-Documentation Agents”), and JPMORGAN CHASE BANK, N.A., as administrative and collateral agent (or in such capacity, together with any successor appointed pursuant to Article VIIsuccessors thereto in such capacity, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each ). The parties hereto hereby agree as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).follows:
Appears in 1 contract
Sources: Credit Agreement (Centerpoint Energy Houston Electric LLC)
Schedules. Schedule 2.1(a) Assumed Contracts Schedule 2.1(i) Internet Domain Names Schedule 2.2(g) Excluded Contracts Schedule 2.2(h) Personal Property and Furniture Schedule 2.2(l) Certain Assets Schedule 2.2(n) Other Assets Schedule 2.7 Working Capital Methodology Schedule 4.20(a) Key Employees Schedule 7.2(f) Required Consents Schedule 7.2(g) Contract Terminations, Amendments and Modifications Schedule 7.2(i) Release of Liens Annex I - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Definitions Exhibit A-1 Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Employment Agreement Exhibit A - A-2 Form of Revolving Credit Note Standard Employment Documentation Exhibit B-1 - Form Forms of Notice Transfer Documents – ▇▇▇▇ of Borrowing Sale Exhibit B-2 - Form Forms of Swing Line Advance Notice Transfer Documents – Assignment and Assumption Agreement Exhibit B-3 Forms of Transfer Documents – Assignment of Intellectual Property Exhibit B-4 Forms of Transfer Documents – Trademark Assignment Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Sellers’ Counsel SENIOR SECURED REVOLVING FACILITY CREDIT Exhibit D-1 Form of Standard Customer Contract - LRO (Short Form) Exhibit D-2 Form of Standard Customer Contract - LRO (Long Form) Exhibit D-3 Form of Standard Customer Contract - MDX Exhibit D-4 Form of Standard Customer Contract - SlopeJet Exhibit D-5 Form of Standard Customer Contract - Rent Jungle Exhibit E Form of Transition Services Agreement Exhibit F Form of Sublease Exhibit G-1 Form of Significant Owner Agreement Exhibit G-2 Form of Significant Owner Agreement - Norwest Exhibit H Form of License Agreement This ASSET PURCHASE AGREEMENT (together with all Schedules and Exhibits hereto, this “Agreement”) ), dated as of November 10February 27, 2010 2017, is entered into by and among CHEMTURA CORPORATIONThe Rainmaker Group Holdings, Inc., a Georgia corporation (“RGH”), The Rainmaker Group Ventures, LLC, a Delaware corporation limited liability company (the “CompanyRGV”) and each of the Subsidiary Borrowers (as hereinafter defined) (each), including the CompanyThe Rainmaker Group Real Estate, LLC, a Georgia limited liability company (“BorrowerRGRE”), The Rainmaker Group - Rent Jungle LLC, a Georgia limited liability company (“RRJ”), and collectivelyThe Rainmaker Group Data, LLC, a Georgia limited liability company (“RGD,” and together with RGH, RGV, RGRE and RRJ, the “Borrowers”), the Initial Lenders (as hereinafter defined) Sellers,” and the other banks, financial institutions and other institutional lenders party hereto (each, each a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “LendersSeller”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo, an individual (“BB”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC ▇▇, an individual (“GSTF”), as co-documentation agents, The ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LYNCHTrust, PIERCEdated December 27, 2011 (the “BB Trust”), The ▇▇▇▇▇▇ & ▇▇▇▇▇▇ INCORPORATED ▇▇▇▇▇▇ Trust, dated December 27, 2011 (the “MLPF&STF Trust”), ▇▇▇▇ ▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. ▇▇▇▇▇▇▇▇▇, an individual (“CGMIJA,” and together with BB, TF and the BB Trust, the “Seller Owners,” and each a “Seller Owner”), each of the Hospitality Subsidiaries (as joint lead arrangers (defined herein) listed on the “Lead Arrangers”), and MLPF&Ssignature pages hereto, ▇▇▇▇▇ Fargo▇▇▇▇▇▇▇▇, CGMIin his capacity as representative of the Seller Parties (the “Representative”), BARCLAYS CAPITALRealPage, the investment banking division of Barclays Bank Inc., a Delaware corporation (“Barclays CapitalParent”), and GSRP Newco XX LLC (“Buyer”), as joint bookrunners a Delaware limited liability company and wholly owned subsidiary of Parent (collectively, with Parent, the “BookrunnersBuyer Parties”, and each individually a “Buyer Party”). Sellers and the Seller Owners may be referred to herein collectively as the “Seller Parties,” or individually as a “Seller Party.”
Appears in 1 contract
Schedules. Schedule I - SCHEDULE 1.01 Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule Lender Groups SCHEDULE 1.01A - Fixed Charge Coverage Ratio Components Schedule Borrower Party Information / Structure SCHEDULE 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Disqualified Lenders SCHEDULE 13.07 Addresses for Notices Exhibit A - Form of EXHIBIT A: Reserved EXHIBIT B: Revolving Credit Note Exhibit B-1 - Form of EXHIBIT C: Loan Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of EXHIBIT D: Security Agreement EXHIBIT E: Collateral Account Assignment EXHIBIT F: Assignment and Acceptance Exhibit D - Form of Intercreditor Assumption Agreement Exhibit E - Form of EXHIBIT G: Compliance Certificate EXHIBIT H: Borrowing Base Certificate Exhibit F - Form EXHIBIT I: Facility Increase Request EXHIBIT J: Facility Extension Request EXHIBIT K: Lender Group Joinder Agreement EXHIBIT L: Borrower Joinder Agreement EXHIBIT M: U.S. Tax Compliance Certificates EXHIBIT N: Request for Letter of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED Credit EXHIBIT O: Prepayment Notice EXHIBIT P: Intermediate Entity Acknowledgment 6 4910-6553-8863 v.5 This REVOLVING FACILITY CREDIT AGREEMENT (together with all amendments and modifications hereof and supplements and attachments hereto, this “Credit Agreement”) is dated as of November 10April 21, 2010 2025 by and among CHEMTURA CORPORATIONTCW STEEL CITY PERPETUAL LEVERED FUND LP, a Delaware corporation limited partnership (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Initial Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banksNATIXIS, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank NEW YORK BRANCH (in such its individual capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of AmericaNatixis”), as administrative and collateral agent for the Lenders (or together with any successor appointed pursuant to Article VIISection 12 below, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&Sthe Committed Lenders, ▇▇▇▇▇ FargoConduit Lenders, CGMI, BARCLAYS CAPITAL, Funding Agents and other Borrower Parties from time to time party hereto (each capitalized term not defined is defined below). Borrower has requested that Lenders make loans to the investment banking division Borrower Parties for the principal purposes of Barclays Bank (“Barclays Capital”), providing working capital to the Borrower Parties; financing the costs and GS, as joint bookrunners (other expenses to be incurred by the “Bookrunners”)Borrower Parties in connection with making investments permitted under the Governing Agreement; and financing the costs of other undertakings by Borrower permitted under the Governing Agreement; Lenders are willing to lend funds upon the terms and subject to the conditions set forth in this Credit Agreement.
Appears in 1 contract
Sources: Revolving Credit Agreement (TCW Steel City Senior Lending BDC)
Schedules. EBITDA Schedule I - Commitments and Applicable Lending Offices (Section 1.1) Card Issuer Agreements (Section 1.3) Terminated Indebtedness Schedule II - Designated Account Debtors (Section 4.1(q)) Organizational Schedule III - (Section 5.1(a)) Consents Schedule (Section 5.1(f)) Litigation Schedule (Section 5.1(j)) Environmental Schedule (Section 5.1(l)) Properties Schedule (Section 5.1(q)) Intellectual Property Schedule (Section 5.1(r)) Deposit Accounts Schedule (Section 5.1(v) Post-Closing Schedule (Section 7.1(m)) Permitted Indebtedness Schedule (Section 7.2(a)) Permitted Liens Schedule (Section 7.2(b)) Permitted Investments Schedule (Section 7.2(h)) Exhibit A-1 Form of Invoices Schedule IV - Existing Letters Senior Term A Note Exhibit A-2 Form of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Senior Term B Note Exhibit A - A-3 Form of Junior Term C Note Exhibit A-4 Form of Junior Term D Note Exhibit A-5 Form of Revolving Credit Facility Note Exhibit B-1 - Form of Notice of Borrowing Pledge Agreement Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - C Form of IP Security Agreement Exhibit D Form of Guaranty Exhibit H - E Form of Opinion Management Fee Subordination Agreement Exhibit F Form of Counsel SENIOR SECURED REVOLVING FACILITY Assignment of Representations Exhibit G Form of Compliance Certificate Exhibit H Form of Assignment Agreement Exhibit I Form of Closing Checklist THIS CREDIT AGREEMENT (this “Agreement”) ), dated as of November 10October 30, 2010 2006, is by and among CHEMTURA CORPORATIONCCCI Holdings, Inc., a Delaware corporation (“Parent”), DeMarseCo Holdings, Inc., a Delaware corporation (the “Company”) and Borrower” and, collectively with Parent, each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, Loan Party” and collectively, collectively the “BorrowersLoan Parties”), the Initial Lenders lenders that are now and hereafter at any time parties hereto and are listed in Annex A (as hereinafter definedor any amendment or supplement thereto, which Annex A will be deemed amended upon the consummation of any assignment consummated in accordance with the terms hereof) and the other banks, financial institutions and other institutional lenders party attached hereto (each, each a “Lender”, ” and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07collectively, the “Lenders”), ▇▇▇▇▇ FARGO BANKand AMERICAN CAPITAL FINANCIAL SERVICES, N.A.INC., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. a Delaware corporation (“Bank of AmericaACFS”), as administrative and collateral agent for the Lenders (or any successor appointed pursuant to Article VIIin such capacity, the “Administrative Agent”) for the Lender Parties ). Capitalized terms used and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”)not defined elsewhere in this Agreement are defined in Article I hereof.
Appears in 1 contract
Schedules. Schedule I - 1.01(a) -- Subsidiary Guarantors Schedule 1.01(b) -- Stockroom Items Schedule 2.01 -- Lenders and Commitments Schedule 3.07(d) -- Contractual Rights Regarding Mortgaged Property Schedule 3.08 -- Subsidiaries Schedule 3.09(a) -- Litigation Schedule 3.09(c) -- Certificates of Occupancy Schedule 3.10 -- Agreements and Applicable Lending Offices Instruments Schedule II - Designated Account Debtors 3.17 -- Environmental Matters Schedule III - 3.18 -- Insurance Schedule 3.19(d) -- Filing Offices-- Mortgages Schedule 3.20(a) -- Mortgaged Properties Schedule 3.20(b) -- Leased Properties Schedule 4.02(a) -- Local Counsel Schedule 6.01 -- Existing Indebtedness Schedule 6.02 -- Existing Liens Schedule 6.07 -- Transactions with Affiliates EXHIBITS: Exhibit A -- Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Questionnaire Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - B -- Form of Assignment and Acceptance Exhibit D - C -- Form of Intercreditor Borrowing Request Exhibit D -- Form of Indemnity, Subrogation and Contribution Agreement Exhibit E - -- Form of Mortgages Exhibit F -- Form of Parent Guarantee Agreement Exhibit G -- Form of Pledge Agreement Exhibit H -- Form of Security Agreement Exhibit I -- Form of Subsidiary Guarantee Agreement Exhibit J-1 -- Form of Opinion of Kirk▇▇▇▇ & ▇lli▇ ▇▇▇ibit J-2 -- Form of Opinion of Local Counsel Exhibit K -- Form of Borrowing Base Certificate Exhibit F - L -- Form of Security Tax Sharing Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY 7 CREDIT AGREEMENT (this “Agreement”) dated as of November 10April 30, 2010 1997, among CHEMTURA CORPORATIONNC MERGER COMPANY, a Wisconsin corporation (the "Borrower"), NFC CASTINGS, INC., a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”"Holdings"), the Initial Lenders (as hereinafter defined) defined in Article I), and the other banks, financial institutions and other institutional lenders party hereto (eachTHE CHASE MANHATTAN BANK, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A.New York banking corporation, as the initial issuing bank (in such capacity, the “Initial "Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”"), as administrative agent (in such capacity, the "Administrative Agent") and as collateral agent (or any successor appointed pursuant to Article VIIin such capacity, the “Administrative "Collateral Agent”") for the Lender Parties Lenders. Pursuant to the Merger Agreement (such term and each other capitalized term used but not defined herein having the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter definedmeaning given it in Article I), ▇▇▇▇▇ FARGO CAPITAL FINANCE(a) the Borrower will merge (the "Merger") with and into Neenah Corporation, LLC a Wisconsin corporation (“▇▇▇▇▇ Fargo”"Neenah"), as syndication agentwith Neenah being the surviving corporation in the Merger, CITIBANK. N.A. and (“Citibank”b) the then-outstanding capital stock of Neenah will be converted into the right to receive aggregate consideration of $240,000,000 in cash (the "Merger Consideration"), BARCLAYS BANK PLC (“Barclays Bank”) subject to adjustment as set forth in the Merger Agreement. From and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”)after the Merger, all references herein to the Borrower shall mean and refer to Neenah, as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, surviving corporation in the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”)Merger.
Appears in 1 contract
Sources: Credit Agreement (Neenah Foundry Co)
Schedules. Schedule I - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C 1.01 - Guarantors Schedule 4.01(a2.01 - Lenders, Lender Accounts and Commitments Schedule 3.01 - Type of Entity; State of Organization; FEIN Schedule 3.02 - Executive Offices, Collateral Locations Schedule 3.06 - Real Estate and Leases Schedule 3.07 - Labor Matters Schedule 3.08 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.14 - Brokers Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.19 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Bonds; Licenses Schedule 5.01 - Trade Names Schedule 6.03 - Indebtedness Schedule 6.04(a) - Equity Investments; Subsidiaries Transactions with Affiliates Schedule 4.01(b) 6.07 - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Existing Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Exhibit A - Form of Revolving Credit Note Administrative Questionnaire Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C B - Form of Assignment and Acceptance Exhibit C - Form of Pledge Agreement Exhibit D - Form of Intercreditor Security Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP SECOND LIEN CREDIT AGREEMENT (this “Agreement”) dated as of November 10July 29, 2010 2004, among CHEMTURA THERMADYNE INDUSTRIES, INC., a Delaware corporation (“Industries”), THERMAL DYNAMICS CORPORATION, a Delaware corporation (the “CompanyDynamics”) and each of the Subsidiary Borrowers (as hereinafter defined) (each), including the CompanyTWECO PRODUCTS, INC., a Delaware corporation (“BorrowerTweco”), ▇▇▇▇▇▇ EQUIPMENT COMPANY, a Delaware corporation (“▇▇▇▇▇▇”), C & G SYSTEMS, INC., an Illinois corporation (“C & G”), STOODY COMPANY, a Delaware corporation (“Stoody”), THERMAL ARC, INC., a Delaware corporation (“Thermal Arc”), PROTIP CORPORATION, a Missouri corporation (“ProTip”), and collectivelyTHERMADYNE INTERNATIONAL CORP., a Delaware corporation (“International” and, together with ProTip, Thermal Arc, Stoody, C & G, ▇▇▇▇▇▇, Tweco, Dynamics and Industries, the “Borrowers”), the Initial Guarantors (as defined in Article I) party hereto, the Lenders (as hereinafter defineddefined in Article I) and the other banks, financial institutions and other institutional lenders from time to time party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A.CREDIT SUISSE FIRST BOSTON, as the initial issuing bank administrative agent (in such capacity, the “Initial Issuing BankAdministrative Agent”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative ) and collateral agent (or any successor appointed pursuant to Article VIIin such capacity, the “Administrative Collateral Agent”). The Borrowers have requested the Lenders to make Loans (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) for on the Lender Parties Closing Date, in an aggregate principal amount not in excess of $20,000,000. The proceeds of the Loans are to be used solely to prepay a portion of the outstanding Revolving Loan. The Lenders are willing to extend such credit to the Borrowers on the terms and subject to the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANKconditions set forth herein. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITALAccordingly, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, parties hereto agree as joint bookrunners (the “Bookrunners”).follows:
Appears in 1 contract
Sources: Second Lien Credit Agreement (Thermadyne Holdings Corp /De)
Schedules. Schedule I - Commitments 1.01(a) Lenders and Commitment Amounts Schedule 1.01(b) Applicable Lending Offices Schedule II - Designated Account Debtors 2.06 Use of Proceeds Schedule III - Form of Invoices 7.06 Litigation Schedule IV - Existing Letters of Credit 7.07 Compliance with Laws Schedule 1.01A - Fixed Charge Coverage Ratio Components 7.16 Sanctions Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; 7.17 Subsidiaries Schedule 4.01(b) - Loan Parties 7.18 Indebtedness Schedule 4.01(i) - Disclosures 7.19 Environmental Matters Schedule 4.01(m) - Environmental Liabilities 7.24 Insurance Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - 7.25 Existing Liens Schedule 5.01(m8.01(b) - Listed Excluded Subsidiaries Schedule 5.02(r) - Exempt Accounts 8.23 Permitted Dispositions Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for 8.33 Restrictive Agreements Schedule 11.02 Notices Exhibit A - – Form of Revolving Credit Note Borrowing Notice Exhibit B – Form of Notes Exhibit B-1 - – Form of Notice Letter of Borrowing Instructions Exhibit B-2 - C – Form of Swing Line Advance Notice Process Agent Acceptance Letter Exhibit C - D-1 – Form of Opinions of Peruvian Counsel to the Borrower Exhibit D-2 – Form of Opinion of New York Counsel to the Borrower Exhibit D-3 – Form of Opinion of Peruvian Counsel to the Lenders Exhibit D-4 – Form of Opinion of New York Counsel to the Lenders Exhibit E – Form of Assignment and Acceptance Assumption Agreement Exhibit D - F – Form of Intercreditor Agreement Subordination Terms Letter Exhibit E - G – Form of Borrowing Base Officer’s Certificate Exhibit F - H – Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10, 2010 among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).Financial Officer’s Certificate
Appears in 1 contract
Sources: Loan Agreement (Aenza S.A.A.)
Schedules. Schedule I - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Subsidiaries Schedule 4.01(i4.01(d) - Disclosures Authorizations Schedule 4.01(m4.01(f) - Litigation Schedule 4.01(o) - Environmental Liabilities Laws Schedule 4.01(t4.01(p) - Surviving Debt and Effective Date Debt Open Years Schedule 4.01(u4.01(q) - Liens Schedule 5.01(m4.01(r) - Listed Subsidiaries Investments Schedule 5.02(r4.01(s) - Exempt Accounts Exceptions to Medicare/Medicaid Participation Schedule 10.02 5.02 (b) - Administrative Agent’s Office, Certain Addresses for Notices Debt Exhibit A-1 - Form of Term A Note Exhibit A-2 - Form of Term B Note Exhibit A-3 - Form of Term C Note Exhibit A-4 - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Notice of Swing Line Advance Borrowing Exhibit B-3 - Form of Notice of Conversion Exhibit C - Form of Assignment and Acceptance Assumption Exhibit D - Form of Intercreditor Security Agreement Exhibit E - Form of Borrowing Base Certificate Subsidiary Guarantee Exhibit F - Form of Security Agreement Opinion of Borrower’s General Counsel Exhibit G - Form of Guaranty Opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Exhibit H - Form of Opinion Notice of Counsel SENIOR SECURED REVOLVING FACILITY Covenant Reduction Exhibit I - Form of Consent and Ratification of Collateral Documents THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of November 10July 30, 2010 2004 among CHEMTURA CORPORATIONDAVITA INC., a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders listed on the signature pages hereof under the caption “Lenders,” the banks party hereto as Issuing Banks (eachas hereinafter defined), a CREDIT SUISSE FIRST BOSTON, acting through its CAYMAN ISLANDS BRANCH (“Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “LendersCSFB”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank provider of the Swing Line Facility (in such capacity, as hereinafter defined) (the “Initial Issuing Swing Line Bank”), BANK CSFB and BANC OF AMERICA, N.A. AMERICA SECURITIES LLC (“Bank of AmericaBAS”), as the joint book running managers and joint lead arrangers in respect of the Revolving Credit Facility and the Term A Facility, and CSFB as the sole book running manager and sole lead arranger in respect of the Term B Facility and the Term C Facility (CSFB and BAS, collectively, in such capacities, the “Book Managers”), CSFB as the administrative and collateral agent (or together with any successor thereto appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCETHE BANK OF NEW YORK, LLC (“▇▇▇▇▇ Fargo”)THE BANK OF NOVA SCOTIA and WACHOVIA BANK, NATIONAL ASSOCIATION, as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) documentation agents in respect of the Revolving Credit Facility and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers the Term A Facility (the “Lead ArrangersDocumentation Agents”), and MLPF&SBANK OF AMERICA, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITALN.A. as syndication agent in respect of the Revolving Credit Facility, the investment banking division of Barclays Bank (“Barclays Capital”)Term A Facility, the Term B Facility and GS, as joint bookrunners the Term C Facility (the “BookrunnersSyndication Agent”) AMENDS AND RESTATES IN FULL the Existing Credit Agreement (as hereinafter defined).
Appears in 1 contract
Sources: Credit Agreement (Davita Inc)
Schedules. Schedule I - (a) 1.01(b) 2.01 6.10 6.11 6.13 6.17 6.20(a) 6.20(b) 8.01 8.02 8.03 11.02 Competitors Mandatory Cost Formulae Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form Percentages Insurance Tax Sharing Agreements Subsidiaries IP Rights Taxpayer and Organizational Identification Numbers Changes in Legal Name, State of Invoices Schedule IV - Formation and Structure Liens Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective on the Closing Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Investments Existing on the Closing Date Indebtedness Existing on the Closing Date Certain Addresses for Notices Exhibit EXHIBITS A - B ▇-▇ ▇-▇ ▇-▇ ▇ ▇-▇ ▇-▇ F G H I J K L Form of Revolving Credit Note Exhibit B-1 - Form of Loan Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Loan Notice Exhibit C - Form of Domestic Revolving A Note Form of Multi Currency Revolving B Note Form of Designated Borrower Revolving Note Form of Swing Line Note Form of Term Note Form of Incremental Term Note Form of Compliance Certificate Form of Joinder Agreement Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Assumption Form of Borrowing Base Certificate Exhibit F - Forms of U.S. Tax Compliance Certificates Form of Security Incremental Term Loan Joinder Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY Designated Borrower Joinder Agreement This CREDIT AGREEMENT (this “Agreement”) dated is entered into as of November 10December 19, 2010 2012 among CHEMTURA CORPORATIONPORTFOLIO RECOVERY ASSOCIATES, INC., a Delaware corporation (“PRA”), a certain designated Subsidiary of the Borrower from time to time party hereto pursuant to Section 2.02(f)(iii) (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Designated Borrower”, and collectivelyand, together with PRA, the “Borrowers”), the Initial Guarantors (defined herein), the Lenders (as hereinafter defineddefined herein) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANKBANK OF AMERICA, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as , Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANKand L/C Issuer. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (The Borrower has requested that the “Lead Arrangers”)Lenders provide a senior credit facility, and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITALthe Lenders are willing to do so on the terms and conditions set forth herein; In consideration of the mutual covenants and agreements herein contained, the investment banking division of Barclays Bank (“Barclays Capital”), parties hereto covenant and GS, agree as joint bookrunners (the “Bookrunners”).follows:
Appears in 1 contract
Sources: Credit Agreement (Portfolio Recovery Associates Inc)
Schedules. Schedule I - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - 1.01(a) — Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a1.01(c) - Equity Investments; — Specified Subsidiaries Schedule 4.01(b) - Loan Parties 2.01 — Commitments Schedule 4.01(i) - Disclosures 3.05 — Real Property Schedule 4.01(m) - Environmental Liabilities 3.03 — No Conflicts Schedule 4.01(t) - Surviving Debt and Effective Date Debt 3.06 — Litigation Schedule 4.01(u) - 3.12 — Subsidiaries Schedule 3.13 — Insurance Schedule 4.01 — Local Counsel Jurisdictions Schedule 6.01 — Existing Indebtedness Schedule 6.02 — Existing Liens Schedule 5.01(m) - Listed Subsidiaries 6.04 — Existing Investments Schedule 5.02(r) - Exempt Accounts 6.09 — Existing Transactions with Affiliates Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices 6.10 — Existing Restrictions EXHIBITS: Exhibit A - — Form of Assignment and Assumption Exhibit B — Form of Opinion of Ropes & ▇▇▇▇ LLP Exhibit C — Form of Collateral Agreement Exhibit D — Form of Perfection Certificate Exhibit E — Form of Borrowing Request Exhibit F — Form of Interest Election Request Exhibit G-1 — Form of Term Loan Note Exhibit G-2 — Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of H-1 — Affiliate Assignment and Acceptance Assumption Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY H-2 — Affiliate Assignment Notice CREDIT AGREEMENT (this “Agreement”) dated as of November 10April 19, 2010 2007, among CHEMTURA CORPORATIONUNITED SURGICAL PARTNERS INTERNATIONAL, INC., a Delaware corporation (the “CompanyBorrower”) and each of the Subsidiary Borrowers (as hereinafter defined) (each), including the CompanyUSPI HOLDINGS, INC., a Delaware corporation (“Borrower”, and collectively, the “BorrowersHoldings”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders LENDERS party hereto (eachfrom time to time, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO JPMORGAN CHASE BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANKCITIGROUP GLOBAL MARKETS INC. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”)BROTHERS INC., as co-documentation agentsjoint lead arrangers and joint bookrunners, BEAR, ▇▇▇▇▇▇▇ LYNCH& CO. INC. and UBS SECURITIES, PIERCELLC, as joint bookrunners, ▇▇▇▇▇▇ & BROTHERS INC., as Syndication Agent, and BEAR ▇▇▇▇▇▇▇ INCORPORATED CORPORATE LENDING INC., SUNTRUST BANK and UBS SECURITIES LLC, as Co-Documentation Agents. Pursuant to the Agreement and Plan of Merger dated as of January 7, 2007 (the “MLPF&SMerger Agreement”), ▇▇▇▇▇ Fargo by and CITIGROUP GLOBAL MARKETS INC. among the Borrower, Holdings and UNCN Acquisition Corp., a Delaware corporation (“CGMIAcquisition Corp.”), as joint lead arrangers Acquisition Corp. merged with and into the Borrower (the “Lead ArrangersMerger”), and MLPF&Swith the Borrower surviving the Merger. Immediately prior to or substantially concurrently with the consummation of the Merger, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, (a) the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners Permitted Investors contributed cash to Holdings (the “BookrunnersEquity Contributions”) in an aggregate amount that together with the value of the equity of Holdings held by members of management (the “Rollover Equity”) will be equal to at least 35% of the consolidated capitalization of Holdings and its subsidiaries after giving effect to the Transactions, and Holdings contributed to the Borrower the portion of such cash contributions not used to pay Transaction Costs; (b) the Borrower caused the repayment of, and terminate all commitments under and all liens in connection with, the Existing Credit Facilities (the “Repayment”); (c) the Borrower issued the Senior Subordinated Notes (as defined below); and (d) Subsidiaries of the Borrower entered into and borrowed under the UK Facility.
Appears in 1 contract
Sources: Credit Agreement (Shoreline Real Estate Partnership, LLP)
Schedules. Schedule SCHEDULE 1.1(B) — COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) — EXISTING LIENS SCHEDULE 5.1 — QUALIFICATIONS TO DO BUSINESS AND JURISDICTION OF ORGANIZATION SCHEDULE 5.6 — SUBSIDIARIES SCHEDULE 5.19 — LICENSES SCHEDULE 6.18 — POST-CLOSING OBLIGATIONS SCHEDULE 7.1(h) — EXISTING INDEBTEDNESS SCHEDULE 7.1(i) — EXISTING PURCHASE MONEY INDEBTEDNESS SCHEDULE 7.5 — INVESTMENTS SCHEDULE 11.7 — VOTING PARTICIPANTS EXHIBIT A — ASSIGNMENT AND ASSUMPTION EXHIBIT B — COMPLIANCE CERTIFICATE EXHIBIT C — JOINDER AGREEMENT EXHIBIT D — LOAN REQUEST EXHIBIT E — [RESERVED] EXHIBIT F-1 — REVOLVING NOTE EXHIBIT F-2 — SWING LINE NOTE EXHIBIT F-3 — TERM LOAN NOTE EXHIBIT G — SOLVENCY CERTIFICATE EXHIBIT H — TAX COMPLIANCE CERTIFICATES EXHIBIT I - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY — CONVERSION OR CONTINUATION NOTICE EXHIBIT J — PERMITTED ACQUISITION QUESTIONNAIRE EXHIBIT K — PERMITTED ACQUISITION CERTIFICATE THIS CREDIT AGREEMENT (this “Agreement”) is dated as of November 10July 13, 2010 2023 and is made by and among CHEMTURA CORPORATIONATN INTERNATIONAL, INC., a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A.corporation, as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender BORROWER (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCEeach of the GUARANTORS (as hereinafter defined) from time to time party hereto, LLC the LENDERS (“▇▇▇▇▇ Fargo”as hereinafter defined) from time to time party hereto, and COBANK, ACB, in its capacity as Administrative Agent for the Secured Parties, Bookrunner, Lead Arranger, Swing Line Lender, an Issuing Lender and a Lender (each as hereinafter defined), as syndication agentFIFTH THIRD BANK, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”)NATIONAL ASSOCIATION, as co-documentation agentsa Joint Lead Arranger and a Lender, ▇▇▇▇▇▇▇ LYNCHMUFG BANK, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”)LTD., as joint lead arrangers (the “a Joint Lead Arrangers”), Arranger and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”)a Lender.
Appears in 1 contract
Schedules. Schedule I - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries EBITDA Events Schedule 4.01(b) - Loan Parties Subsidiaries Schedule 4.01(i4.01(d) - Disclosures Authorizations, Approvals, Actions, Notices and Filings Schedule 4.01(m4.01(f) - Disclosed Litigation Schedule 4.01(o) - Plans, Multiemployer Plans and Welfare Plans Schedule 4.01(p) - Environmental Liabilities Disclosure Schedule 4.01(q) - Open Years; Unpaid Tax Liabilities; Adjusted Tax Bases Schedule 4.01(r) - Existing Debt Schedule 4.01(s) - Surviving Debt Schedule 4.01(t) - Surviving Debt and Effective Date Debt Liens Schedule 4.01(u) - Liens Owned Real Property Schedule 5.01(m4.01(v) - Listed Subsidiaries Investments Schedule 5.02(r4.01(w) - Exempt Accounts Schedule 10.02 Intellectual Property EXHIBITS Exhibit A-1 - Administrative Agent’s Office, Certain Addresses for Notices Form of Term A Note Exhibit A A-2 - Form of Term B Note Exhibit A-3 - Form of Revolving Credit Note Exhibit B-1 B - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Security Agreement Exhibit E - Form of Borrowing Base Certificate Stock Pledge Exhibit F - Form of Security Agreement Solvency Certificate Exhibit G - Form of Guaranty Supplement Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10, 2010 among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ INCORPORATED Exhibit I-1 Form of Standby Letter of Credit Exhibit I-2 Form of Trade Letter of Credit CREDIT AGREEMENT CREDIT AGREEMENT dated as of August 3, 2000 among Key3Media Events, Inc., a Delaware corporation (“MLPF&S”the "Borrower"), any Person who becomes a Guarantor (as herein defined) after the date hereof, the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the Initial Lenders (the "Initial Lenders"), the bank listed on the signature pages hereof as the Initial Issuing Bank (the "Initial Issuing Bank"; together with the Initial Lenders, the "Initial Lender Parties"), ▇▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. ▇▇▇▇▇▇▇ Senior Funding, Inc. (“CGMI”"▇▇▇▇▇▇ ▇▇▇▇▇▇▇"), as joint lead arrangers arranger and sole book-runner (the “"Lead Arrangers”Arranger"), and MLPF&S, ▇▇▇▇▇▇ Fargo▇▇▇▇▇▇▇ & Co. Incorporated ("MS&Co."), CGMI, BARCLAYS CAPITALas collateral agent (together with any successor collateral agent appointed pursuant to Article VIII, the investment banking division of Barclays Bank "Collateral Agent") for the Lender Parties (“Barclays Capital”as hereinafter defined), and GS▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as joint bookrunners administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the “Bookrunners”)"Administrative Agent" and, together with the Collateral Agent, the "Agents") for the Lender Parties.
Appears in 1 contract
Schedules. The Company's Schedules: ------------------------ Schedule I - Commitments 1.1 Number of Shares Owned By Each Seller Schedule 3.4 Contingent Payments Schedule 4.2 Qualifications Schedule 4.3 Capitalization Schedule 4.5 Financial Statements Schedule 4.6 Absence of Changes Schedule 4.9 Permits Schedule 4.10 Consents Schedule 4.11 Litigation; Claims Schedule 4.12 Employment Matters Schedule 4.12A Salaries Schedule 4.13 Material Agreements Schedule 4.13A Executory Contracts and Applicable Lending Offices Purchase Orders Schedule II - Designated Account Debtors 4.14 Real Estate Schedule III - 4.16(a) Intangible Property Schedule 4.16(e) Factual Statements Schedule 4.18 Undisclosed Liabilities Schedule 4.19 Inventories Schedule 4.20 Employee Benefit Plans Schedule 4.21 Insurance Schedule 4.23 Transactions with Related Parties Schedule 4.25 Bank Accounts; Powers of Attorney Buyer's Schedules: ------------------ Schedule 5.4 Consents EXHIBITS: Exhibit A Escrow Agreement Exhibit B Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Employment Offer Letter Exhibit A - C Form of Revolving Credit Note Confidentiality, Inventions and Non-Compete Agreement Exhibit B-1 - D Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Cochran Employment Agreement Exhibit E - Form of Borrowing Base Certificate Cochran Confidentiali▇▇, ▇▇▇entions and Non-Compete Agreement Exhibit F - ▇ ▇▇▇m of General Release Exhibit G Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Legal Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT to the Company and the Founder Exhibit H Form of Legal Opinion of Counsel to Buyer STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this “"Agreement”) "), dated as of November 10January 12, 2010 2001, by and among CHEMTURA CORPORATIONArtesyn Technologies Communication Products, Inc., a Delaware Wisconsin corporation ("Buyer"), Real-Time Digital, Inc., a New Jersey corporation (the “"Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”"), Robert E. Cochran (the Initial Lenders (as hereinafter defined) and the other banks"Founder"), financial institutions and other institutional lenders party hereto (eachRobert Grimm, a “Lender”Tomasz Wolak, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”)Darius▇ ▇▇▇▇, ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank ▇▇▇utt and Zining Wan▇ (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined)▇▇▇▇▇▇. ▇ri▇▇, ▇▇▇▇▇ FARGO CAPITAL FINANCE▇, LLC (“▇zi▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇d ▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents▇▇, ▇▇▇▇▇▇tivel▇, ▇▇▇ LYNCH, PIERCE, "▇▇▇loyee Sell▇▇▇," and together w▇▇▇ ▇▇e Fou▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”"Sellers").
Appears in 1 contract
Sources: Stock Purchase Agreement (Artesyn Technologies Inc)
Schedules. Schedule I - 1.1A: Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - 1.1B: Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components 1.1C: Borrower Insiders Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office4.4: Governmental Approvals, Certain Addresses for Notices Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10Consents, 2010 among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agentsAuthorizations, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED and Notices Schedule 4.13: ERISA Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 4.23(d): Product Recalls And Market Withdrawals Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(d): Existing Investments to Loans and Officers Schedule 7.8(n): Existing Investments Exhibit A: Form of Guarantee and Collateral Agreement Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit H-3: Form of Term Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation NY-2463280 THIS CREDIT AGREEMENT (this “MLPF&SAgreement”), ▇▇▇▇▇ Fargo dated as of August 6, 2021, is entered into by and CITIGROUP GLOBAL MARKETS among ORGANOGENESIS HOLDINGS INC. ., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“CGMISVB”), as joint lead arrangers the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacity, the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “BookrunnersAdministrative Agent”).
Appears in 1 contract
Schedules. Schedule I - 1.1A: Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - 1.1B: Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office4.4: Governmental Approvals, Certain Addresses for Notices Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10Consents, 2010 among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agentsAuthorizations, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED and Notices Schedule 4.5: Requirements of Law Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Exhibit A: Form of Amended and Restated Guarantee and Collateral Agreement Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: Reserved Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit H-3: Form of Term Loan Note Exhibit I: Form of Borrowing Base Certificate Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation NY-2355188 THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “MLPF&SAgreement”), ▇▇▇▇▇ Fargo dated as of April 29, 2022, is entered into by and CITIGROUP GLOBAL MARKETS among ALKAMI TECHNOLOGY, INC. ., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“CGMISVB”), as the Issuing Lender, the Swingline Lender, and a joint lead arrangers arranger, SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Lead ArrangersAdministrative Agent”), and MLPF&SCOMERICA BANK, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”)as a joint lead arranger, and GSCANADIAN IMPERIAL BANK OF COMMERCE, as joint bookrunners (the “Bookrunners”)documentation agent.
Appears in 1 contract
Schedules. Schedule I - Commitments 6.1 Organization and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form Ownership of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b6.5 Tax Filings and Payments Schedule 6.6 Certain Pending and Threatened Litigation Schedule 6.8 Liens on Assets Schedule 6.12 Employee Benefit Matters Schedule 6.14 Outstanding Indebtedness and Defaults Schedule 6.15 Conflicting Agreements Schedule 6.16(a) - Loan Parties Environmental Compliance Schedule 4.01(i6.16(b) - Disclosures Environmental Notices Schedule 4.01(m6.16(c) - Environmental Liabilities Permits Schedule 4.01(t6.18 Patent, Trademark, License, and Other Intellectual Property Matters Schedule 6.22 Labor and Employment Matters Schedule 6.23 Intercompany Loans Schedule 6.24 Burdensome Restrictions Schedule 6.26 Compliance with Laws Schedule 6.27 Permitted Investments Schedule 6.31(a) - Surviving Debt and Effective Date Debt Places of Business Schedule 4.01(u6.31(b) - Material Places of Business Schedule 7.14 Post Closing Requirements Schedule 8.1(b) Existing Indebtedness Schedule 8.2 Existing Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices 9.13 Senior Management EXHIBITS Exhibit A - Form of Revolving Credit Note Exhibit B-1 - B Form of Term Note Exhibit C Form of Notice of Borrowing Exhibit B-2 - D Form of Swing Line Advance Notice of Conversion/Continuation Exhibit C - E Form of Pledge Agreement Exhibit F Form of Security Agreement Exhibit G Form of Guaranty Agreement Exhibit H Form of Closing Certificate Exhibit I Form of Assignment and Acceptance Exhibit D - J Form of Intercreditor Opinion of Borrower's Counsel Exhibit K Form of Contribution Agreement Exhibit E - L Form of Borrowing Base Certificate Exhibit F - M Form of Security Agreement Letter of Credit Application Exhibit G - N Form of Guaranty Confirmation of Borrowing Exhibit H - O Form of Opinion Confirmation of Counsel SENIOR SECURED Conversion/Continuation REVOLVING FACILITY LINE OF CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) THIS REVOLVING LINE OF CREDIT AND TERM LOAN AGREEMENT, dated as of November 10February 13, 2010 1997 (the "Agreement") by and among CHEMTURA CORPORATIONSERENGETI EYEWEAR, INC. (f/k/a Solar-Mates, Inc.) (the "Borrower"), a Delaware New York corporation, SUNTRUST BANK, CENTRAL FLORIDA, NATIONAL ASSOCIATION, ("SunTrust") a national banking association, and CREDITANSTALT-BANKVEREIN, an Australian banking corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”)"Lenders" and, the Initial Lenders (as hereinafter definedindividually, a "Lender") and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A.SunTrust, as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) Agent for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”)Lenders.
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Sources: Revolving Line of Credit and Term Loan Agreement (Solar Mates Inc)
Schedules. Schedule I - Banks and Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule Subsidiary Borrowers III - Form of Invoices Schedule IV - Existing Certain Information Concerning Swing Line Loans and Letters of Credit IV - Administrative Schedule 1.01A 1.1 - Fixed Charge Coverage Ratio Components Schedule 1.01B Existing Joint Ventures 8.10 - Subsidiary Borrowers Schedule 1.01C Outstanding Local Currency Loans 8.13 - Guarantors Schedule 4.01(aExcluded ERISA Arrangements 8.15 - Subsidiaries 8.18 - Environmental Matters 11.3 - Existing Indebtedness 12(i) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Material Litigation EXHIBITS Exhibit A - Form of Revolving Credit Note Joinder Agreement Exhibit B-1 B - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Schedule Amendment Exhibit C - Form of Assignment and Acceptance Local Currency Facility Addendum Exhibit D - Form of Intercreditor Agreement [Reserved] Exhibit E - Form of Borrowing Base Certificate Exhibit F F-1 - Form of Security Agreement Company Guarantee Exhibit G F-2 - Form of Guaranty Subsidiary Guarantee Exhibit H G-1 - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10Milbank, 2010 among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCETweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ INCORPORATED (“MLPF&S”), LLP Exhibit G-2 - Form of Opinion of ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC▇. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ FargoExhibit G-3 - Opinions Relating to Foreign Subsidiary Borrowers Exhibit H - Form of Certificate Pursuant to Subsection 10.2 Exhibit I - Form of Assignment and Acceptance Exhibit J - [Reserved] Exhibit K - Form of New Bank Supplement Exhibit L - Form of Commitment Increase Supplement AMENDED AND RESTATED THREE YEAR CREDIT AGREEMENT, CGMIdated as of December 18, BARCLAYS CAPITAL2003, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).among:
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Schedules. Schedule SCHEDULE I - Defined Terms SCHEDULE II - Disclosure Schedule SCHEDULE III - Lenders, Commitments and Applicable Lending Offices Schedule II Percentages EXHIBITS EXHIBIT A-1 - Designated Account Debtors Schedule III Contract Note EXHIBIT A-2 - Form of Invoices Schedule IV Bid Note EXHIBIT A-3 - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Exhibit A - Form of Revolving Credit Swing Note Exhibit EXHIBIT B-1 - Form of Notice of Bid Borrowing Exhibit Request EXHIBIT B-2 - Form of Swing Line Advance Bid Offer EXHIBIT B-3 - Bid Acknowledgment EXHIBIT C-1 - Contract Borrowing Request EXHIBIT C-2 - Contract Continuation/Conversion Notice Exhibit C - Form of Assignment and Acceptance Exhibit EXHIBIT D - Form of Intercreditor Agreement Exhibit Guaranty EXHIBIT E - Form Matters for Opinion of Borrowing Base Certificate Exhibit Counsel to Parent and Bergen Drug EXHIBIT F - Form of Security Assignment Agreement Exhibit EXHIBIT G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY Joinder Agreement CREDIT AGREEMENT (this “Agreement”) THIS CREDIT AGREEMENT, dated as of November 10April 23, 2010 among CHEMTURA CORPORATION, a Delaware corporation 1999 (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”"Effective Date"), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), among BERGEN ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC DRUG COMPANY, a California corporation (“GS”"Bergen Drug"), as co-documentation agents, BERGEN ▇▇▇▇▇▇▇▇ LYNCHCORPORATION, PIERCEa New Jersey corporation (the "Parent"; and collectively with Bergen Drug, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”the "Borrowers"), ▇▇▇▇▇ Fargo the various financial institutions as are or may become parties hereto and CITIGROUP GLOBAL MARKETS INC. which are listed on Schedule III hereof or which may hereafter become a party hereto (“CGMI”collectively, the "Lenders"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association ("Bank of America"), as joint lead arrangers administrative agent (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITALin such capacity, the investment banking division of Barclays Bank (“Barclays Capital”)"Administrative Agent") for the Lenders , and GSChase Securities Inc., as joint bookrunners the Syndication Agent (in such capacity, the “Bookrunners”"Syndication Agent") and Wachovia Bank, N.A., as the documentation agent (in such capacity, the "Documentation Agent").,
Appears in 1 contract
Schedules. Schedule 1 Representations and Warranties Regarding Mortgage Assets 1 Schedule 2 [Reserved] 1 Schedule 3 Accounts 1 Schedule 4 Approved Servicers 1 Schedule 5 List of Existing Financing Facilities 1 Schedule 6 Exceptions to Subsection 4.1(h)(h) 1 Schedule 7 UCC Filing Locations 1 Schedule 8 List of Subsidiaries 1 Exhibit I - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Closing Certificate 1 Exhibit A - II Form of Revolving Credit Note Confirmation 1 Exhibit B-1 - III–1 Power of Attorney – Seller 1 Exhibit III–2 Power of Attorney – Pledgor 1 Exhibit IV Form of Notice of Borrowing Transaction Request 1 Exhibit B-2 - V Form of Swing Line Advance Account Agreement 1 Exhibit VI–1 Form of Perfection Certificate of the Seller 1 Exhibit VI–2 Form of Perfection Certificate of the Pledgor 1 Exhibit VII–1 Form of Seller’s Release Letter 1 Exhibit VII–2 Form of Warehouse Lender’s Release Letter 1 Exhibit VIII Form of Servicer Redirection Notice 1 Exhibit C - IX Form of Request for Additional Transactions for Excess Margin 1 Exhibit X Compliance Certificate 1 Exhibit XI Form of Purchased Asset Data Summary 1 Exhibit XII Form of Margin Deficit Notice 1 Exhibit XIII Form of Assignment and Acceptance 1 Exhibit D - XIV Form of Intercreditor Joinder Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT 1 THIS MASTER REPURCHASE AGREEMENT (this as amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “Agreement”) dated is made as of November 10this 30th day of March, 2010 among CHEMTURA CORPORATION2007, a Delaware corporation (the “Company”) by and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).among:
Appears in 1 contract
Sources: Master Repurchase Agreement (Arbor Realty Trust Inc)
Schedules. Schedule I - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Borrowing Base Assets Schedule III - Form of Invoices Excluded Recourse Properties Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Ground Leases Schedule 4.01(b) - Loan Parties Subsidiaries Schedule 4.01(i4.01(f) - Disclosures Material Litigation Schedule 4.01(m4.01(n) - Existing Debt Schedule 4.01(p) - Existing Liens Schedule 4.01(q) Part I - Real Property Part II - Management Agreements Schedule 4.01(r) - Environmental Liabilities Concerns Part I - Non-compliance with Law Part II - Storage Tanks, Asbestos, etc. Part III - Remedial Action, etc. Part IV - Site Assessments, etc. Schedule 4.01(t4.01(x) - Surviving Debt Plans and Effective Date Debt Welfare Plans Schedule 4.01(u9.16(F) - Liens Assignment and Acceptance Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS Exhibit A A-1 - Form of Revolving Credit Facility Note Exhibit B-1 A-2 - Form of Term Loan Note Exhibit B - Form of Notice of Borrowing Exhibit B-2 C - Form of Swing Line Advance Notice Guaranty Supplement Exhibit C D - Form of Assignment and Acceptance Exhibit D E-1 - Form of Intercreditor Agreement Opinion of G▇▇▇▇▇▇▇▇ Traurig LLP Exhibit E E-2 - Form of Opinion of B▇▇▇▇▇▇ ▇▇▇▇▇ B▇▇▇▇ C▇▇▇▇▇▇▇ LLP Exhibit E-3 - Form of Opinion of S▇▇▇ ▇▇▇▇▇ LLP Exhibit F - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY Subsidiary Guarantor Operating Agreement AMENDED AND RESTATED CREDIT AGREEMENT dated as of January __, 2013 (this “Agreement”) dated as of November 10among Campus Crest Communities Operating Partnership, 2010 among CHEMTURA CORPORATIONLP, a Delaware limited partnership (the “Borrower”), Campus Crest Communities, Inc., a Maryland corporation (the “CompanyParent Guarantor”) and each of ), the Subsidiary Borrowers entities listed on the signature pages hereof as the subsidiary guarantors (together with any Additional Guarantors (as hereinafter defined) (each, including the Company, a “Borrower”, and collectivelyacceding hereto pursuant to Section 5.01(j) or 7.05, the “BorrowersSubsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto listed on the signature pages hereof as the initial lenders (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Initial Lenders”), ▇▇▇▇▇ FARGO BANKthe Swing Line Bank (as hereinafter defined), N.A.CITIBANK, N.A. (“Citibank”), as the initial issuing bank issuer of Letters of Credit (in such capacity, as hereinafter defined) (the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”)and CITIBANK, as administrative and collateral agent (or together with any successor administrative agent appointed pursuant to Article VIIVIII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).
Appears in 1 contract
Schedules. The following schedules are attached to and form part of this Agreement: Schedule I - Commitments A-1 Schedule A-2 Schedule A-2 (a) Schedule A-2 (b) Schedule A-2 (c) Schedule B-1 Directors & Officers of EGCT Secretary Certificate of EGCT Articles of Incorporation By Laws Board Resolutions Company Stockholders of ECOSYS Schedule B-1 (a) Schedule B-1 (b) Directors and Applicable Lending Offices Officers of ECOSYS Secretary Certificate of ECOSYS Schedule II - Designated Account Debtors B-1 (c) Schedule III - Form B-1 (d) ECOSYS Articles of Invoices Incorporation; Bylaws ECOSYS Board Resolutions Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental B-2 ECOSYS Liabilities Schedule 4.01(tB-3 ECOSYS Leases, Subleases and other Claims Schedule B-4 Material Contracts of ECOSYS Schedule B-5 Financial Statements of ECOSYS Schedule B-6 Accounts Receivable of ECOSYS Schedule B-7 Inventory of ECOSYS Schedule B-8 ECOSYS Capital Expenditures and Property Interests Schedule B-9 New Liabilities of ECOSYS Schedule B-10 Regulatory Good Standing Issues of ECOSYS Schedule B-11 ECOSYS Insurance Schedule B-12 ECOSYS Litigation; Governmental Investigations Schedule C-1 (a) - Surviving Debt Common Stockholders of AMZO Schedule C-1 (b) Schedule C-1 (c) Directors and Effective Date Debt Officers of AMZO Secretary Certificate of AMZO Schedule 4.01(uC-1 (d) - Liens Schedule 5.01(mC-1 (e) - Listed Subsidiaries AMZO Articles of Incorporation; Bylaws AMZO Shareholders Written Approval & Consent Schedule 5.02(r) - Exempt Accounts C-2 AMZO Liabilities Schedule 10.02 - Administrative Agent’s OfficeC-3 AMZO Leases, Certain Addresses for Notices Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10, 2010 among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”Subleases, and collectively, the “Borrowers”), the Initial Lenders other Claims Schedule C-4 Material Contracts of AMZO Schedule C-5 Schedule C-6 Financial Statements of AMZO Auditors Report Schedule C-7 Accounts Receivable of AMZO Schedule C-8 Inventory of AMZO Schedule C-9 (as hereinafter defineda) AMZO Capital Expenditures and the other banks, financial institutions and other institutional lenders party hereto Property Interests Schedule C-10 (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank b) Appraisal of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division AMZO Property Interest Schedule C-11 New Liabilities of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).AMZO Schedule C-12 Regulatory Good Standing Issues of AMZO Schedule C-13 AMZO Insurance Schedule C-14 AMZO Litigation; Governmental Investigations
Appears in 1 contract
Sources: Share Exchange Agreement (Ecologic Transportation, Inc.)
Schedules. Schedule I - 2.01(A) — Initial Term Commitments[Reserved] Schedule 2.01(B) — Revolving Credit Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts 6.12 — Post-Closing Covenants Schedule 10.02 - — EachThe Administrative Agent’s Office, Certain Addresses for Notices Exhibit A - Form of — Committed Loan Notice Exhibit C-1 — Term Note[Reserved] Exhibit C-2 — Revolving Credit Note Exhibit B-1 - D-1 — Closing Date Certificate Exhibit E — Assignment and Assumption Exhibit F — Guaranty Exhibit G — Security Agreement Exhibit H — Discounted Prepayment Option Notice[Reserved] Exhibit I — Lender Participation Notice[Reserved] Exhibit J — Discounted Voluntary Prepayment Notice[Reserved] Exhibit K — Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Pari Passu Intercreditor Agreement Exhibit E - L — United States Tax Compliance Certificate Exhibit M — Form of Borrowing Base Junior Lien Intercreditor Agreement Exhibit N — Solvency Certificate Exhibit F - O — Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY Secured Party Joinder This CREDIT AGREEMENT (this “Agreement”) AGREEMENT, originally dated as of November 1025, 2010 2020 (as amended by Incremental Facility Amendment No. 1, as further amended by Amendment No. 2, and as further amended by Amendment No. 3, as further amended by Amendment No. 4, as further amended by Amendment No. 5, and as further amended by Amendment No. 6, the “Agreement”), is by and among CHEMTURA CORPORATIONSHOALS HOLDINGSTECHNOLOGIES GROUP, LLINC., a Delaware corporation limited liability companycorporation (the “Company”) ), SHOALS INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), as Term Loan Administrative Agent and Collateral Agent, JPMORGAN CHASE BANKJPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Revolving Facility Administrative Agent, and each of the Subsidiary Borrowers lender from time to time party hereto (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) Lenders” and the other banks, financial institutions and other institutional lenders party hereto (eachindividually, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).
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Schedules. Schedule I 1.01(a) - Mortgaged Properties Schedule 2.01 - Commitments and Applicable Lending Loans Outstanding Schedule 3.05 - Real Property Schedule 3.06 - Disclosed Matters Schedule 3.12 - Subsidiaries Schedule 3.13 - Insurance Schedule 3.16(d) - Mortgage Filing Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV 6.01 - Existing Letters of Credit Indebtedness Schedule 1.01A 6.02 - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Existing Liens Schedule 5.01(m) 6.04 - Listed Subsidiaries Existing Investments Schedule 5.02(r) 6.10 - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Existing Restrictions EXHIBITS: -------- Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D A-1 - Form of Intercreditor Agreement Administrative Questionnaire Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H B - Form of Opinion of Borrower's Counsel SENIOR SECURED REVOLVING FACILITY Exhibit C - Form of Opinion Local Counsel Exhibit D - Parent Guarantee Agreement Exhibit E - Guarantee Agreement Exhibit F - Indemnity, Subrogation and Contribution Agreement Exhibit G - Pledge Agreement Exhibit H - Security Agreement Exhibit I - Form of Mortgage Exhibit J - Form of Amendment of Deed of Trust Exhibit K - Form of Reaffirmation Agreement CREDIT AGREEMENT (this “Agreement”) dated as of November 10July 31, 2010 1997, as amended as of January 6, 1998, and amended and restated as of June 4, 1998, among CHEMTURA CORPORATIONCATALYTICA, INC., a Delaware corporation corporation, CATALYTICA PHARMACEUTICALS, INC., a Delaware corporation, as Borrower, the LENDERS party hereto and THE CHASE MANHATTAN BANK, as Administrative Agent, as Collateral Agent, as Documentation Agent and as Issuing Bank. The Borrower (the “Company”) such term and each other capitalized term used but not defined herein having the meaning assigned to it in Article I), Catalytica, the Administrative Agent, the Collateral Agent, the Documentation Agent, the Issuing Bank and the Lenders are parties to a Credit Agreement dated as of July 31, 1997, as amended as of January 6, 1998 (as in effect immediately prior to the effectiveness of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectivelytransactions contemplated by this Agreement, the “Borrowers”"Original -------- Credit Agreement"), the Initial pursuant to which such Lenders (a) committed to make ---------------- Revolving Loans to the Borrower at any time and from time to time prior to the Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $75,000,000 less the LC Exposure at such time and (b) made Term Loans to the Borrower in an aggregate principal amount of $125,000,000, $25,000,000 of which was subsequently prepaid in accordance with the prepayment procedures set forth in the Original Credit Agreement. The Borrower has requested that the Original Credit Agreement be amended in order (a) to redesignate $25,000,000 of the Term Loans outstanding as of the Restatement Date to be an equal amount of Revolving Loans and in connection therewith increase the Revolving Commitments by an aggregate amount of $25,000,000 and (b) to effect certain other changes. The Lenders are willing to amend the Original Credit Agreement for such purposes and to restate the Original Credit Agreement as so amended in the form hereof, subject to the terms and conditions hereinafter defined) set forth. Accordingly, in consideration of the foregoing and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07mutual covenants set forth herein, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., parties hereto agree as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).follows:
Appears in 1 contract
Schedules. Schedule I - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Borrowing Base Assets Schedule III - Form of Invoices Subsidiary Guarantor Requirements - SPE Provisions Schedule IV - Existing Letters of Credit Subsidiary Guarantor Requirements - UCC Article 8 Opt-In Provisions Schedule 1.01A V - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Approved Managers Schedule 4.01(b) - Loan Parties Subsidiaries Schedule 4.01(i4.01(f) - Disclosures Material Litigation Schedule 4.01(m4.01(n) - Existing Debt Schedule 4.01(o) - Existing Liens Schedule 4.01(p) - Real Property Part I - Owned Assets Part II - Leased Assets Part III - Management Agreements Part IV - Franchise Agreements Schedule 4.01(q) - Environmental Liabilities Concerns Schedule 4.01(t4.01(w) Plans and Welfare Plans Schedule 4.01(x) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices PIP Credit EXHIBITS Exhibit A - Form of Revolving Credit Note Exhibit B-1 B - Form of Notice of Borrowing Exhibit B-2 C - Form of Swing Line Advance Notice Guaranty Supplement Exhibit C D - Form of Assignment and Acceptance Exhibit D E-1 - Form of Intercreditor Agreement Opinion of Kleinberg, Kaplan, W▇▇▇▇ & C▇▇▇▇, P.C. Exhibit E E-2 - Form of Borrowing Base Certificate Opinion of Hunton & W▇▇▇▇▇▇▇ LLP Exhibit E-3 - Form of Opinion of V▇▇▇▇▇▇ LLP Exhibit E-4 - Form of Opinion of H▇▇▇▇, ▇▇▇▇▇ & A▇▇▇▇▇, LLP Exhibit E-5 - Form of Opinion of Local Counsel for the Loan Parties Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Mortgage Exhibit H - Form of Opinion Assignment of Counsel SENIOR SECURED REVOLVING FACILITY Leases Exhibit I - Form of Borrowing Base Certificate Exhibit J - Form of Franchisor Comfort Letter Exhibit K - Form of Cash Management Agreement Exhibit L - Form of Operating Lease Subordination Agreement Exhibit M - Form of Section 2.12(e) U.S. Tax Compliance Certificate Exhibit N - Form of Consent and Subordination of Management Agreement CREDIT AGREEMENT dated as of April 29, 2011 (this “Agreement”) dated as of November 10among SUMMIT HOTEL OP, 2010 among CHEMTURA CORPORATIONLP, a Delaware limited partnership (the “Borrower”), SUMMIT HOTEL PROPERTIES, INC., a Maryland corporation (the “CompanyParent Guarantor”) and each of ), the Subsidiary Borrowers entities listed on the signature pages hereof as the subsidiary guarantors (together with any Additional Guarantors (as hereinafter defined) (each, including the Company, a “Borrower”, and collectivelyacceding hereto pursuant to Section 5.01(j) or 7.05, the “BorrowersSubsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto listed on the signature pages hereof as the initial lenders (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Initial Lenders”), ▇▇▇▇▇ FARGO BANKthe Swing Line Bank (as hereinafter defined), N.A.DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as the initial issuing bank issuer of Letters of Credit (in such capacity, as hereinafter defined) (the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”)DBNY, as administrative and collateral agent (or together with any successor administrative agent appointed pursuant to Article VIIVIII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender the Secured Parties (as hereinafter defined), ▇▇▇▇▇ FARGO RBC CAPITAL FINANCEMARKETS and KEYBANK NATIONAL ASSOCIATION, LLC as syndication agents, REGIONS BANK, as documentation agent, and DEUTSCHE BANK SECURITIES INC. (“▇▇▇▇▇ FargoDBSI”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) sole lead arranger and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as cobook-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers running manager (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “BookrunnersArranger”).
Appears in 1 contract
Schedules. Schedule I - Banks and Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule Subsidiary Borrowers III - Form Certain Information Concerning Swing Line Loans and Letters of Invoices Credit IV - Administrative Schedule IV 1.1 - Existing Joint Ventures 5.1 - Existing Letters of Credit Schedule 1.01A 8.10 - Fixed Charge Coverage Ratio Components Schedule 1.01B Outstanding Local Currency Loans 8.13 - Subsidiary Borrowers Schedule 1.01C Excluded ERISA Arrangements 8.15 - Guarantors Schedule 4.01(aSubsidiaries 8.18 - Environmental Matters 11.2 - Existing Indebtedness 12(i) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Material Litigation EXHIBITS Exhibit A - Form of Revolving Credit Note Joinder Agreement Exhibit B-1 B - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Schedule Amendment Exhibit C - Form of Assignment and Acceptance Local Currency Facility Addendum Exhibit D - Form of Intercreditor Agreement [Reserved] Exhibit E - Form of Borrowing Base Certificate Exhibit F F-1 - Form of Security Agreement Company Guarantee Exhibit G F-2 - Form of Guaranty Subsidiary Guarantee Exhibit H G-1 - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10Milbank, 2010 among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCETweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ INCORPORATED (“MLPF&S”), LLP Exhibit G-2 - Form of Opinion of ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC▇. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ FargoExhibit G-3 - Opinions Relating to Foreign Subsidiary Borrowers Exhibit H - Form of Certificate Pursuant to Subsection 10.2 Exhibit I - Form of Assignment and Acceptance Exhibit J - [Reserved] Exhibit K - Form of New Bank Supplement Exhibit L - Form of Commitment Increase Supplement AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT, CGMIdated as of June 13, BARCLAYS CAPITAL2005, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).among:
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Schedules. Schedule I 1.01A - Refinanced Agreements Schedule 1.01B - Identified Capital Expenditures Schedule 1.01C - Project Subsidiaries Schedule 1.01D - Scheduled Capital Expenditures Schedule 1.01E - Synthetic Lease Obligations Schedule 2.01 Lenders and Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV 2.05 - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Mortgaged Properties Schedule 4.01(m) 5.03 - Environmental Required Consents, Authorizations, Notices and Filings Schedule 5.05 - Certain Liabilities Schedule 4.01(t) 5.06 - Surviving Debt and Effective Date Debt Litigation Schedule 4.01(u) 5.12 - ERISA Schedule 5.13 - Subsidiaries Schedule 5.16 - Compliance with Law Schedule 5.17 - Intellectual Property Schedule 5.20 - Mortgage Recordings Schedule 7.01 - Indebtedness Schedule 7.02 - Existing Liens Schedule 5.01(m) 7.06 - Listed Subsidiaries Existing Investments Schedule 5.02(r) 7.09 - Exempt Accounts Transactions with Affiliates Schedule 10.02 - Administrative Agent’s 's Office, Certain Addresses for Notices EXHIBITS: Exhibit A - Form of Revolving Credit Note Exhibit B-1 A-1 - Form of Notice of Borrowing Exhibit B-2 A-2 - Form of Notice of Extension/Conversion Exhibit A-3 - Form of Letter of Credit Request Exhibit A-4 - Form of Swing Line Advance Notice Loan Request Exhibit B-1 - Form of Revolving Note Exhibit B-2 - Form of Term B Closing Date Note Exhibit B-3 - Form of Term B Delayed Draw Note Exhibit B-4 - Form of Swing Line Note Exhibit C - Form of Assignment and Acceptance Assumption Exhibit D - Form of Intercreditor Agreement Compliance Certificate Exhibit E - Form of Borrowing Base Certificate Opinion of Special Local Counsel for the Company and the Other Loan Parties (Real Property Collateral) Table of Contents (cont.) PAGE Exhibit F - Form of Subsidiary Guaranty Exhibit G-1 - Form of Security Agreement Exhibit G G-2 Form of Pledge Agreement Exhibit G-3 - Form of Guaranty Perfection Certificate Exhibit G-4 - Form of Mortgage Exhibit H - Form of Opinion Intercompany Note Exhibit I - Form of Counsel SENIOR SECURED REVOLVING FACILITY Intercompany Note Subordination Provisions Exhibit J - Form of Loan Party Accession Agreement Exhibit K - Form of OFAC/Anti-Terrorism Compliance Certificate Exhibit L - Form of Solvency Certificate CREDIT AGREEMENT This Credit Agreement (this “Agreement”"AGREEMENT") dated is entered into as of November 10April 29, 2010 2005 among CHEMTURA CORPORATIONSYNAGRO TECHNOLOGIES, INC., a Delaware corporation (the “Company”) and "COMPANY), each of the Subsidiary Borrowers lender from time to time party hereto (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) "LENDERS" and the other banks, financial institutions and other institutional lenders party hereto (eachindividually, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”"LENDER"), BANK OF AMERICA, N.A. (“Bank of America”)N.A., as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as , Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCEL/C Issuer, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS COMMERCIAL PAPER INC. (“CGMI”)., as joint lead arrangers (the “Lead Arrangers”)Syndication Agent, and MLPF&SCIBC WORLD MARKETS CORP., ▇▇▇▇▇ Fargoas Documentation Agent. The Company has requested the Lenders to provide credit facilities to the Company in the aggregate principal amount of $305,000,000, CGMIsubject to increase as provided herein, BARCLAYS CAPITALfor the purposes described herein. The Lenders are willing to make the requested credit facilities available on the terms and conditions set forth herein. Accordingly, in consideration of the mutual covenants and agreements herein contained, the investment banking division of Barclays Bank (“Barclays Capital”), parties hereto covenant and GS, agree as joint bookrunners (the “Bookrunners”).follows:
Appears in 1 contract
Schedules. Schedule I - Commitments 4.1 Officers and Applicable Lending Offices Directors of the Surviving Corporation Schedule II - Designated Account Debtors 6.4 Optionholders to Receive Euronet Options Schedule III - Form of Invoices 7.2 Option Strike Price for Vested Optionholders Schedule IV - Existing Letters of Credit 8.2(b)(1) Unvested Options Schedule 1.01A - Fixed Charge Coverage Ratio Components 8.2(b)(2) Vested Options Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; 8.3 Subsidiaries Schedule 4.01(b8.5 Noncontravention Schedule 8.6(a) - Loan Parties Exceptions to GAAP Schedule 4.01(i8.6(b) - Disclosures Schedule 4.01(m) - Environmental Other Liabilities Schedule 4.01(t8.7 Interim Changes Schedule 8.8(a) - Surviving Debt Tangible Personal Property--Title Exceptions Schedule 8.8(b) Leased and Effective Date Debt Subleased Property Schedule 4.01(u8.8(c) - Owned Real Property Schedule 8.8(e) Special Assessments and Condemnations with Respect to Property Schedule 8.9(c) Environmental Matters--Hazardous Substances Schedule 8.9 Environmental Matters--Storage Tanks Schedule 8.10(a) Intellectual Property Rights Schedule 8.10(b) Intellectual Property Rights--Claims and Liens Schedule 5.01(m8.10(e) - Listed Subsidiaries Intellectual Property Rights--Royalties Schedule 5.02(r8.11 Litigation Schedule 8.12(c) - Exempt Tax Matters Schedule 8.13 Compliance with Applicable Law Schedule 8.15 Employee Plans Schedule 8.16 Transactions with Affiliates Schedule 8.17 Insurance Schedule 8.18(b) Labor Relations Schedule 8.19 Location of Offsite Assets Schedule 8.20 Inventory Schedule 8.21(a) Accounts Receivable--Written Off or with Reserve Offsets Schedule 10.02 - Administrative Agent’s Office8.22 Agents Schedule 8.23(a) Warranty and Product Liability Claims Schedule 8.23(b) Products and Service-Related Accidents Since December 31, Certain Addresses for Notices 1993 Schedule 11.2(f) States in Which Company Was Formed or Qualified to Do Business EXHIBITS: -------- Exhibit A - Form Indemnification Percentages AGREEMENT AND PLAN OF MERGER ---------------------------- This Agreement and Plan of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment Merger is made and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated entered into as of November 10the 3rd day of November, 2010 1998 by and among CHEMTURA CORPORATIONEuronet Services Inc., a Delaware corporation ("Buyer"), AE Merger Corp., an Arkansas corporation and a wholly-owned subsidiary of Buyer ("Merger Sub"), Arkansas Systems Inc., an Arkansas corporation (the “"Company”) "), and each certain shareholders of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto Company whose signatures appear below (each, a “Lender”, "Representing Shareholder" and together with collectively the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”"Representing Shareholders") for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter definedamended, modified or supplemented, in each case from time to time and whether in whole or in part, this "Agreement"), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INCCapitalized terms used in this Agreement shall have the meanings set forth herein. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).R E C I T A L S ---------------
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Schedules. Schedule I 1.01(a) - Broker-Dealer Subsidiaries Schedule 1.01(b) - Introducing Broker Subsidiaries Schedule 2.01 - Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a3.06(a) - Equity InvestmentsLitigation Schedule 3.10(d) - ERISA; Subsidiaries Labor Matters Schedule 3.21 - Membership in FINRA Schedule 4.01(b) - Loan Parties Local Counsels Schedule 4.01(i5.14 - Certain Post-Closing Obligations Schedule 6.01 - Existing Indebtedness Schedule 6.02 - Existing Liens Schedule 6.04(e) - Disclosures Existing Investments Schedule 4.01(m) 6.09 - Environmental Liabilities Existing Affiliate Transactions Schedule 4.01(t) 6.10 - Surviving Debt and Effective Date Debt Existing Restrictions Schedule 4.01(u) 9.01 - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS: Exhibit A - Form of Revolving Credit Note Assignment and Assumption Exhibit B-1 B - Form of Notice of Borrowing Guarantee Agreement Exhibit B-2 C-1 - Form of Swing Line Advance Notice Perfection Certificate Exhibit C C-2 - Form of Assignment and Acceptance Section 5.03 Certificate Exhibit D - Form of Intercreditor Collateral Agreement Exhibit E E-1 - Form of Borrowing Base Certificate Revolving Note Exhibit E-2 - Form of Term Note Exhibit F - Form of Security Agreement Solvency Certificate Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10, 2010 among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇▇ LYNCHLLP Exhibit H-1 - Form of Closing Certificate (Borrower) Exhibit H-2 - Form of Closing Certificate (Subsidiary Loan Parties) Exhibit I - Form of Global Intercompany Note Exhibit J-1 - Form of Discounted Prepayment Offer Solicitation Exhibit J-2 Form of Discounted Prepayment Offer Form Exhibit K-1 - Form of Tax Status Certificate 1 Exhibit K-2 - Form of Tax Status Certificate 2 Exhibit K-3 - Form of Tax Status Certificate 3 Exhibit K-4 - Form of Tax Status Certificate 4 Exhibit L - Form of Borrowing Request Exhibit M - Form of Prepayment Notice Exhibit N - Form of Compliance Certificate CREDIT AGREEMENT, PIERCEdated as of June 1, 2017, as amended as of February 15, 2018, and as may be further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among VIRTUS INVESTMENT PARTNERS, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ INCORPORATED (“MLPF&S”)SENIOR FUNDING, ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”)., as joint lead arrangers (Administrative Agent. Capitalized terms used without definition in this Agreement have the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, meanings given to them in Section 1.01. The parties hereto agree as joint bookrunners (the “Bookrunners”).follows:
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Sources: Credit Agreement (Virtus Investment Partners, Inc.)
Schedules. Schedule I - Commitments and Applicable Lending Offices 1 -- Mortgaged Properties Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - 1(a) -- Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components 2.01 -- Commitments Schedule 1.01B - Subsidiary Borrowers 3.06 -- Disclosed Matters Schedule 1.01C - Guarantors 3.10(b) -- Foreign Employee Benefit Plan Underfunding Schedule 4.01(a) - Equity Investments; 3.12 -- Subsidiaries Schedule 4.01(b3.13 -- Insurance Schedule 3.15(b) - Loan Parties -- UCC Filings Schedule 4.01(i3.15(c) - Disclosures -- Intellectual Property Filings Schedule 4.01(m3.15(d) - Environmental Liabilities -- Mortgage Filings Schedule 4.01(t) - Surviving Debt and Effective Date Debt 6.01 -- Existing Indebtedness Schedule 4.01(u) - 6.02 -- Existing Liens Schedule 5.01(m) - Listed Subsidiaries 6.04 -- Existing Investments Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices 6.10 -- Existing Restrictions EXHIBITS: Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - -- Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - B -- Form of Borrowing Base Certificate Exhibit F - C-1 -- Form of Canadian Guarantee Agreement Exhibit C-2 -- Form of Canadian Holdco Guarantee Agreement Exhibit D -- Form of Canadian Pledge Agreement Exhibit E -- Form of Canadian Security Agreement Exhibit G - F -- Form of Guaranty Discount Note Exhibit G -- Form of Indemnity, Subrogation and Contribution Agreement Exhibit H - -- Form of Perfection Certificate Exhibit I -- Form of U.S. Guarantee Agreement Exhibit J -- Form of U.S. Pledge Agreement Exhibit K -- Form of U.S. Security Agreement Exhibit L -- Form of Notice of Drawing Exhibit M -- Form of Local Counsel Opinion Exhibit N -- Form of Opinion General Counsel of the Company Exhibit O -- Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10, 2010 among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ INCORPORATED (“MLPF&S”), Exhibit P -- Form of Opinion of ▇▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇▇▇ FargoLLP [NyCorp; creditagreement501; 05/14/01--11:20 AM] CONFORMED COPY CREDIT AGREEMENT dated as of February 23, CGMI2001, BARCLAYS CAPITALamong THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC., a Maryland corporation, THE GREAT ATLANTIC & PACIFIC COMPANY OF CANADA, LIMITED, a Canadian corporation, the investment banking division of Barclays Bank (“Barclays Capital”)other BORROWERS party hereto, the LENDERS party hereto, THE CHASE MANHATTAN BANK, as U.S. Administrative Agent, and GSTHE CHASE MANHATTAN BANK OF CANADA, as joint bookrunners (the “Bookrunners”).Canadian Administrative Agent. The parties hereto agree as follows:
Appears in 1 contract
Sources: Credit Agreement (Great Atlantic & Pacific Tea Co Inc)
Schedules. Schedule I 1 - Commitments Subsidiaries (including designation of Subsidiaries as Restricted Subsidiaries and Applicable Lending Offices Unrestricted Subsidiaries) and Investments of the Borrower Schedule II 2 - Designated Account Debtors Licenses and IOAs Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) 3 - Liens of Record as of the Agreement Date Schedule 5.01(m) 4-A - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s OfficeAllocation of Revolving A Commitment among certain of the Lenders, Certain Revolving A Commitment Ratios, and such Lenders' Addresses for Notices Exhibit A Notice Schedule 4-B - Form Allocation of Revolving Credit Note Exhibit B-1 - Form B Commitment among certain of the Lenders, Revolving B Commitment Ratios, and such Lenders' Addresses for Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit Schedule 4-C - Form Allocation of Assignment Term A Loans among certain of the Lenders and Acceptance Exhibit such Lenders' Addresses for Notice Schedule 4-D - Form Allocation of Intercreditor Term B Loans among certain of the Lenders and such Lenders' Addresses for Notice Schedule 5 - Shareholders owning more than 5% of the Borrower as of the Agreement Exhibit E Date Schedule 6 - Form Compliance with Other Loan Documents and Contemplated Transactions Schedule 7 - Issues Pertaining to Necessary Authorizations and Licenses Schedule 8 - Litigation Schedule 9 - Liabilities and Losses Schedule 10 - Agreements with Affiliates, etc. Schedule 11 - Real Estate Schedule 12 - Guaranties of Borrowing Base Certificate Exhibit F - Form Obligations of Security Unrestricted Subsidiaries in effect on the Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT Date LOAN AGREEMENT THIS LOAN AGREEMENT (this “the "Loan Agreement”") dated as of November 10April __, 2010 2000, is entered into by and among CHEMTURA CORPORATIONWestern Wireless Corporation, a Delaware corporation Washington corporation, as Borrower, Toronto Dominion (the “Company”) and each of the Subsidiary Borrowers (Texas), Inc., as hereinafter defined) (each, including the Company, a “Borrower”, and collectivelyAdministrative Agent, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional whose names appear as lenders party hereto on the signature pages hereof, TD Securities (eachUSA) Inc., a “Lender”as Arranger, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANKBank of America, N.A., as the initial issuing bank (in such capacityThe Chase Manhattan Bank, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“and Barclays Bank of America”)Plc, as administrative Co-Documentation Agents and collateral agent (or any successor appointed pursuant to Article VIICo-Syndication Agents, the “Administrative Agent”) for the Lender Parties Dresdner Bank, AG, New York and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined)Grand Cayman Branches, ▇▇▇▇▇ FARGO CAPITAL FINANCEFirst Union National Bank, LLC (“▇▇▇▇▇ Fargo”)Fleet National Bank, as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇Gold▇▇▇ ▇▇▇▇h▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇dit Partners LP, Cooperatieve Centrale-Raiffeisen Boerenleenbank B.A. "Rabobank International", New York Branch, and Union Bank of California, N.A., as Managing Agents, and Skandinaviska Enskilda Bank▇▇ ▇▇ ▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”)U.S. Bank National Association, as joint lead arrangers (Co-Agents. The parties hereto hereby agree as follows as of the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”).date first above written:
Appears in 1 contract
Schedules. Schedule I - Commitments and Applicable Lending Offices 1.01(a) Refinancing Indebtedness to Be Repaid Schedule II - Designated Account Debtors 1.01(b) Subsidiary Guarantors Schedule III - Form of Invoices Schedule IV - 1.01(c) Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components 3.03 Governmental Approvals; Compliance with Laws Schedule 1.01B - Subsidiary Borrowers 3.09 Material Agreements Schedule 1.01C - Guarantors 3.12 Sources and Uses Schedule 4.01(a3.19 Insurance Schedule 3.24 Location of Material Inventory Schedule 4.01(g) - Equity Investments; Subsidiaries Local Counsel Schedule 4.01(b4.01(x)(v) - Loan Parties First Day Pleadings Schedule 4.01(i6.01(b) - Disclosures Existing Indebtedness Schedule 4.01(m6.02(c) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Existing Liens Schedule 5.01(m6.04(a) - Listed Subsidiaries Existing Investments Schedule 5.02(r) - Exempt 5.14 Post-Closing Matters Schedule 9.02 Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices and Lockboxes Exhibit A - Form of Revolving Credit Note Administrative Questionnaire Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - B Form of Assignment and Acceptance Assumption Exhibit C Form of Borrowing Request Exhibit D - Form of Intercreditor Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit E - G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Interim Order Exhibit K-1 Form of Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of US Swingline Note Exhibit K-4 Form of Canadian Swingline Note Exhibit K-5 Form of Discount Note Exhibit K-6 Intentionally omitted Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of US Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Non-Bank Certificate Exhibit S Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel This SENIOR SECURED REVOLVING FACILITY SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION AND EXIT OPTION CREDIT AGREEMENT (this “Agreement”) dated as of November 10May 5, 2010 2008 is among CHEMTURA CORPORATIONLINENS ‘N THINGS, INC., a Delaware corporation (the “CompanyLNT”) and each of the Subsidiary Borrowers (as hereinafter defined) (eachLINENS ‘N THINGS CENTER, including the CompanyINC., a California corporation (“LNT Center” and together with LNT the “US Borrowers” and each individually a “US Borrower”) each as a debtor and a debtor-in-possession, LINENS ‘N THINGS CANADA CORP., a Nova Scotia unlimited company (“Canadian Borrower” and collectivelytogether with US Borrowers, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each; LINENS HOLDING CO., a Delaware corporation (“LenderHoldings”); the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I); the Lenders; GE CAPITAL MARKETS, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the INC. (“LendersGECM”), ▇▇▇▇▇ FARGO BANKas lead arranger (in such capacity, N.A.“Arranger”); GENERAL ELECTRIC CAPITAL CORPORATION (“GE CAPITAL”), as US swingline lender (in such capacity, “US Swingline Lender”); GENERAL ELECTRIC CAPITAL CORPORATION, as US administrative agent (in such capacity, “US Administrative Agent”) for the initial issuing bank Lenders and the Issuing Banks and as US collateral agent (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative US Collateral Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC Parties; GE CANADA FINANCE HOLDING COMPANY (“▇▇▇▇▇ FargoGE CANADA”), as syndication agentCanadian collateral agent (in such capacity, CITIBANK. N.A. (the “CitibankCanadian Collateral Agent”), BARCLAYS BANK PLC (; the US Collateral Agent and the Canadian Collateral Agent are collectively referred to herein as the “Barclays BankCollateral Agents”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”)for the Secured Parties; GE CANADA, as co-documentation agentsCanadian administrative agent (in such capacity, ▇▇▇▇▇▇▇ LYNCHthe “Canadian Administrative Agent” together with the US Administrative Agent, PIERCEthe “Administrative Agents”) for the Lenders and the Issuing Banks, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”)GE CANADA, as joint lead arrangers Canadian swingline lender (in such capacity, “Canadian Swingline Lender” and together with US Swingline Lender, the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “BookrunnersSwingline Lenders”).
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Schedules. Schedule I - 1.01 — Disqualified Lenders Schedule 2.01 — Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; 3.12 — Subsidiaries Schedule 4.01(b) - Loan Parties 3.18 — Regulatory Status and Memberships Held Schedule 4.01(i) - Disclosures 6.01 — Existing Indebtedness Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - 6.02 — Existing Liens Schedule 5.01(m6.04(e) - Listed Subsidiaries — Existing Investments Schedule 5.02(r) - Exempt Accounts 6.05 — Dispositions Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for 6.09 — Existing Affiliate Transactions Schedule 6.10 — Existing Restrictions Schedule 9.01 — Notices Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - A-1 — Form of Assignment and Acceptance Assumption Exhibit A-2 — Form of Borrower Assignment and Assumption Exhibit B — Form of Reaffirmation Agreement Exhibit C — Form of Perfection Certificate Exhibit D - — [Reserved] Exhibit E — [Reserved] Exhibit F-1 — Form of First Lien Intercreditor Agreement Exhibit E - F-2 — Form of Borrowing Base Certificate Exhibit F - Form of Security Junior Lien Intercreditor Agreement Exhibit G - — Form of Guaranty Restatement Effective Date Certificate Exhibit H - — Form of Opinion Intercompany Note Exhibit I — Form of Counsel SENIOR SECURED REVOLVING FACILITY Specified Discount Prepayment Notice Exhibit J — Form of Specified Discount Prepayment Response Exhibit K — Form of Discount Range Prepayment Notice Exhibit L — Form of Discount Range Prepayment Offer Exhibit M — Form of Solicited Discounted Prepayment Notice Exhibit N — Form of Solicited Discounted Prepayment Offer Exhibit O — Form of Acceptance and Prepayment Notice Exhibit P-1 — Form of Tax Status Certificate 1 Exhibit P-2 — Form of Tax Status Certificate 2 Exhibit P-3 — Form of Tax Status Certificate 3 Exhibit P-4 — Form of Tax Status Certificate 4 Exhibit Q — Form of Solvency Certificate Exhibit R — Form of Compliance Certificate FOURTH AMENDED AND RESTATED CREDIT AGREEMENT AGREEMENT, dated as of June 30, 2017 (this “Agreement”) dated as of November 10), 2010 among CHEMTURA CORPORATIONVIRTU FINANCIAL LLC, a Delaware corporation limited liability company (“Holdings”), VFH PARENT LLC, a Delaware limited liability company (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders LENDERS party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO JPMORGAN CHASE BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent and collateral agent (or in such capacities, including any successor appointed pursuant to Article VIIthereto, the “Administrative Agent”) for ). This Agreement amends and restates the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender Existing Credit Agreement (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”defined below) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”)in its entirety.
Appears in 1 contract
Schedules. Schedule I - 1.1A: Commitments and Applicable Lending Offices Schedule II - Designated Account Debtors Schedule III - Form of Invoices Schedule IV - 1.1B: Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office4.4: Governmental Approvals, Certain Addresses for Notices Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10Consents, 2010 among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agentsAuthorizations, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED and Notices Schedule 4.13: Pension Plans Schedule 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Other Filings Schedule 7.2(d): Existing Indebtedness Schedule 7.3(f): Existing Liens Schedule 7.8(e): Existing Investments Exhibit A: [Reserved] Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: [Reserved] Exhibit H-1: Form of Revolving Loan Note Exhibit H-2: Form of Swingline Loan Note Exhibit I: [Reserved] Exhibit J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Borrowing Exhibit L: Form of Notice of Conversion/Continuation NY-2410154 THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “MLPF&SAgreement”), ▇▇▇▇▇ Fargo dated as of June 2, 2021, is entered into by and CITIGROUP GLOBAL MARKETS among STITCH FIX, INC. ., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), SILICON VALLEY BANK (“CGMISVB”), as joint lead arrangers the Issuing Lender and the Swingline Lender, and SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “BookrunnersAdministrative Agent”).
Appears in 1 contract
Sources: Credit Agreement (Stitch Fix, Inc.)
Schedules. Schedule I - Commitments 4.1(b): Authorizations, Consents and Applicable Lending Offices Approvals Needed by the Sellers Schedule II - Designated Account Debtors 4.1(c): Authorizations, Consents and Approvals Needed by Crompton Schedule III - Form of Invoices 4.1(d): Authorizations, Consents and Approvals Needed by the Company Schedule IV - Existing Letters of Credit 4.1(e): Title to Offered Membership Interest Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10, 2010 among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively4.1(g): Pending Litigation Against Crompton, the “Borrowers”)Sellers or the Company Schedule 4.1(h): Subsidiaries and Other Investments Schedule 4.1(i): Taxes Schedule 4.1(j): Undisclosed Liabilities (Sellers' Knowledge) Schedule 4.1(l): Necessary Assets Schedule 4.2(b): Authorization, Consents and Approvals Needed by Purchaser Schedule 4.2(c): Pending Litigation Against Purchaser or the Initial Lenders Company Schedule 4.2(d): Undisclosed Liabilities (as hereinafter definedPurchaser's Knowledge) Schedule 5.1(b): Conduct of Business Prior to Closing Schedule 6.1(j): Material Agreements Requiring Consent Schedule 7.1(c): Requested Pre-Exercise Technology Schedule 7.1(d): Requested Crompton Technology Schedule 7.4: List Of Employees (No-Hire) Schedule 8.4(c)(iv): Locations in United States and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), Mexico EXHIBIT A FORM OF SECOND LLC AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”)EXHIBIT B FORM OF LLC CERTIFICATE OF MEMBERSHIP INTEREST EXHIBIT C FORM OF OPINION OF COUNSEL TO PURCHASER AND ITS AFFILIATES EXHIBIT D -1 FORM OF OPINION OF COUNSEL TO CROMPTON, as co-documentation agentsTHE SELLERS AND THEIR AFFILIATES EXHIBIT D -2 FORM OF OPINION OF SKADDEN, ARPS, SLATE, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED LLP EXHIBIT E FORM OF ALTERNATIVE DISPUTE RESOLUTION PROCEDURES EXHIBIT F FORM OF TERMINATION AGREEMENT FOR MARKETING RIGHTS AND MARGIN AGREEMENT EXHIBIT G FORM OF AMENDMENT TO PRE-EXERCISE DISTRIBUTION AND TECHNOLOGY LICENSE AGREEMENT EXHIBIT H FORM OF TRANSFER AGREEMENT FOR THIRAM TECHNICAL REGISTRATION EXHIBIT I FORM OF CONSENT (“MLPF&S”MATERIAL CONTRACTS) EXHIBIT J FORM OF INCUMBENCY AND SPECIMEN CERTIFICATE EXHIBIT K FORM OF OFFICER'S CERTIFICATE REGARDING WARRANTIES EXHIBIT L-1 FORM OF SUPPLY AGREEMENT (THIRAM) EXHIBIT L-2 FORM OF SUPPLY AGREEMENT (PCNB) EXHIBIT L-3 FORM OF SUPPLY AGREEMENT (VITAVAX TECH) EXHIBIT L-4 FORM OF SUPPLY AGREEMENT IPCONAZOLE FOR VORTEX FORMULATION FOR CORN, COTTON AND SORGHUM) EXHIBIT M FORM OF DISTRIBUTOR AGREEMENT - EQUIPMENT EXHIBIT N FORM OF DISTRIBUTOR AGREEMENT - VITAVAX FORMULATIONS (UNITED STATES AND MEXICO) EXHIBIT O FORM OF DISTRIBUTOR AGREEMENT - PRODUCTS (TO CROMPTON OUTSIDE TERRITORY) EXHIBIT P-1 FORM OF US SERVICES TERMINATION AGREEMENT EXHIBIT P-2 FORM OF MEXICO SERVICES AMENDMENT EXHIBIT Q FORM OF BAYER LETTER AGREEMENT EXHIBIT R [INTENTIONALLY OMITTED] EXHIBIT S FORM OF OPINION OF COUNSEL TO THE COMPANY EXHIBIT T FORM OF RELEASE AGREEMENT EXHIBIT U LIST OF EXISTING PRODUCTS EXHIBIT V-1 SECTION 7.1(F) CONTRACTS - THIRD PARTY EXHIBIT V-2 SECTION 7.1(F) CONTRACTS - CROMPTON PURCHASE AGREEMENT THIS PURCHASE AGREEMENT is dated as of March 22, 2004 (the "Effective Date"), by and among Crompton Corporation, a corporation organized under the laws of the State of Delaware, United States of America ("Crompton"), Uniroyal Chemical Company, Inc., a corporation organized under the laws of the State of New Jersey, United States of America ("Uniroyal"), GT Seed Treatment, Inc., a corporation organized under the laws of the State of Minnesota, United States of America ("GT Seed Treatment", and together with Uniroyal, "Sellers"), and ▇▇▇▇▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”)LLC, as joint lead arrangers a limited liability company organized under the laws of the State of Delaware, United States of America (the “Lead Arrangers”"Company"), and MLPF&SBayer CropScience LP, ▇▇▇▇▇ Fargoa limited partnership organized under the laws of the State of Delaware, CGMI, BARCLAYS CAPITAL, the investment banking division United States of Barclays Bank America (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”"Purchaser").
Appears in 1 contract
Sources: Purchase Agreement (Crompton Corp)
Schedules. Schedule I - Commitments and Applicable Lending Offices List of Affiliate Contracts Schedule II - Designated Account Debtors Funding Statement Schedule III - Form of Invoices The Land Schedule IV - Existing Letters Lenders’ Ratable Share Schedule V - Short Term Repairs Schedule VI - Intentionally Omitted Schedule VII - Rent Roll Schedule VIII - Estoppels and Subordination, Nondisturbance and Attornment Agreements Schedule IX - Borrower’s Chief Executive Office Address, Jurisdiction of Credit Organization and Federal Employer’s Identification Number Schedule 1.01A X - Fixed Charge Coverage Ratio Components Borrower’s Organizational Chart Schedule 1.01B XI - Subsidiary Borrowers Approved Alterations Schedule 1.01C XII - Guarantors Estoppel Certificates Schedule 4.01(a) XIII - Equity Investments; Subsidiaries Standard Form of Lease Schedule 4.01(b) XIV - Loan Parties Collective Bargaining Agreements and Union Contracts Schedule 4.01(i) XV - Disclosures Intentionally Omitted Schedule 4.01(m) XVI - Environmental Liabilities Ground Lease Schedule 4.01(t) XVII - Surviving Debt and Effective Date Debt Sublease Schedule 4.01(u) XVIII - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 XIX - Administrative Agent’s Office, Certain Addresses for Notices Exhibit REIT Assets EXHIBIT A - Form of Revolving Credit Note Exhibit B-1 Agreement Regarding Instructions Given by Telephone or Facsimile EXHIBIT B - Form of Notice of Borrowing Exhibit B-2 Sublease Amendment EXHIBIT C - Form of Swing Line Advance Notice Exhibit C Section 2.2.8 Certificate EXHIBIT D - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit EXHIBIT E - Form of Borrowing Base Draw Request and Borrower’s Certificate Exhibit EXHIBIT F - Form of Security Subordination, Non-Disturbance and Attornment Agreement Exhibit EXHIBIT G - Form of Guaranty Exhibit Assignment of Interest Rate Cap Agreement EXHIBIT H - Form of Opinion Tenant Direction Letter EXHIBIT I - Form of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT Requisition Authorization Statement EXHIBIT J - Form of Subordination Agreement THIS Loan Agreement, dated as of July 26, 2011 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”) dated as of November 10), 2010 among CHEMTURA CORPORATIONbetween EMPIRE STATE LAND ASSOCIATES L.L.C., a Delaware corporation (the “Company”) and each New York limited liability company, having its principal place of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A., as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇business c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LENDING PARTNERS LLC LLC, One Grand Central Place, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (“GSESLA”), as co-documentation agentsEMPIRE STATE BUILDING ASSOCIATES L.L.C., a New York limited liability company, having its principal place of business c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LYNCHLLC, PIERCEOne Grand Central Place, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ INCORPORATED (“MLPF&SESBA” and together with ESLA, collectively, “Borrower”), and HSBC BANK USA, NATIONAL ASSOCIATION, a bank organized under the laws of the United States of America (“HSBC”), having an address at ▇▇▇ ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇▇, ▇▇▇ Fargo▇▇▇▇, CGMI▇▇▇ ▇▇▇▇ ▇▇▇▇▇, BARCLAYS CAPITALas administrative agent (including any of its successors and assigns, “Agent”) for itself and the investment banking division of Barclays Bank other Lenders signatory hereto (collectively, together with such other co-lenders as may exist from time to time, “Barclays CapitalLenders” and individually, each a “Lender”), and GS, as joint bookrunners (. All capitalized terms used herein shall have the “Bookrunners”)respective meanings set forth in Article I hereof.
Appears in 1 contract
Sources: Loan Agreement (Empire State Building Associates L.L.C.)
Schedules. Schedule I - Commitments 1.1 Acquired Company Schedule 1.2(b) Purchased Equipment Schedule 1.2(e) Debtor Contracts Schedule 1.2(f) Non-Debtor Contracts Schedule 1.2(g) Purchased Intellectual Property Schedule 1.2(m) Transferred JVs Schedule 1.3(c) Excluded Intellectual Property Schedule 1.3(f) Excluded Assets, Real Property Leases and Applicable Lending Offices Contracts of Debtor Sellers Schedule II - Designated Account Debtors 1.3(g) Excluded Assets, Real Property Leases and Contracts of Non-Debtor Sellers Schedule III - Form 1.3(n) Purchased Intercompany Receivables, Payables, Loans and Investments Schedule 1.3(o) Excluded Notes Receivable Schedule 1.3(q) Excluded Claims and Causes of Invoices Action Schedule IV - Existing Letters of Credit Schedule 1.01A - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a1.6(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Excluded Debt and Other Liabilities Schedule 4.01(t1.6(f) - Surviving Debt Certain Intercompany Receivables, Payables, Loans and Effective Date Debt Investments Schedule 4.01(u2.3(a) - Liens Net Working Capital Schedule 5.01(m2.3(b) - Listed Subsidiaries Closing Statement of Net Assets Basis Schedule 5.02(r2.5(a) - Exempt Allocation of Initial Consideration Schedule 2.5(b) Revised Allocation of Initial Consideration Schedule 3.3(c) Business Transfer Jurisdictions Schedule 3.3(h) Resignations of Officers and Directors Schedule 4.2(a) Capital Structure of Purchased Companies Schedule 4.2(b) Equity Holders of Transferred JVs Schedule 4.4 Consents and Approvals Schedule 4.5 Non-Contravention Schedule 4.7 Financial Statements Schedule 4.7(a) Financial Statement Exceptions to GAAP Schedule 4.8 Accounts Receivable Reserves Schedule 10.02 - Administrative Agent’s Office4.9 Acquired Inventory Schedule 4.10 Tax Matters Schedule 4.10(g) Tax Deficiencies Schedule 4.11(a) Real Property Schedule 4.11(b) ARC Real Property Schedule 4.11(d) Owned Real Property Title Exceptions Schedule 4.11(f) Real Property Exceptions Schedule 4.13(a) Acquired Intellectual Property Schedule 4.13(b) IP Consents Schedule 4.13(c) IP Legal Proceedings Schedule 4.13(d) IP licenses, etc. Schedule 4.13(e)(i) Inbound Licenses Schedule 4.13(e)(ii) Outbound Licenses Schedule 4.13(g) IP Exceptions Schedule 4.14(a) Material Business Contracts Schedule 4.14(c) Material Business Contract Exceptions Schedule 4.14(d) Material Business Contract Breaches Schedule 4.15 Major Customers and Suppliers Schedule 4.16(a) Seller Employee Benefit Plans Schedule 4.16(d) Certain Addresses for Notices Exhibit A - Form Assumed Benefit Plan Matters Schedule 4.16(g) Multiemployer Plans Schedule 4.16(h) Certain Employment Agreements Schedule 4.17(a) Collective Bargaining Agreements Schedule 4.17(b) Certain Employees and Consultants Schedule 4.17(c) Certain Labor Matters Schedule 4.17(d) Strikes, Stoppages, etc. Schedule 4.17(g) Works Councils and Labor Organizations Schedule 4.18(a) Legal Proceedings Schedule 4.18(b) Orders Schedule 4.19(c) Permits Schedule 4.20 Environmental Matters Schedule 4.21(a) Ownership of Revolving Credit Note Exhibit B-1 - Form Assets Schedule 4.22 Insurance Schedule 6.2 Certain Matters Relating to the Conduct of Notice Business Schedule 7.2 Cure Costs Schedule 7.7 Guarantees Schedule 8.3 Governmental Approvals Schedule 8.6 Seller Consents Schedule 9.3 Regulatory Approvals Schedule 9.6 Purchaser Consents Schedule 10.3 Assumed Benefit Plans Schedule 15.3 Acquired Company Employees Schedule 15.4 Acquired Company Intellectual Property Schedule 15.8 Acquired Equipment Schedule 15.25 Asset Selling Affiliates Schedule 15.32 Assumed Retention Agreements Schedule 15.45 Business Employees Schedule 15.74 Designated Affiliates Schedule 15.115 Knowledge Schedule 15.141 Owned Real Property Schedule 15.172 Real Property Leases Schedule 15.179 Retention Agreements Schedule 15.195 Share Selling Affiliates STOCK AND ASSET PURCHASE AGREEMENT, dated as of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT December 1, 2006 (this “Agreement”) dated as of November 10, 2010 among CHEMTURA CORPORATION, a Delaware corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) by and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇between M▇▇▇▇ FARGO BANKGmbH, N.A., as a corporation organized under the initial issuing bank (in such capacity, laws of the “Initial Issuing Bank”), BANK OF AMERICA, N.A. Federal Republic of Germany (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead ArrangersPurchaser”), and MLPF&S, ▇▇D▇▇▇ FargoCorporation, CGMI, BARCLAYS CAPITAL, a corporation organized under the investment banking division laws of Barclays Bank the Commonwealth of Virginia (“Barclays Capital”), and GS, as joint bookrunners (the “BookrunnersSeller”).
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Schedules. Schedule I 5.1 - Commitments Jurisdictions of Organization and Applicable Lending Offices Qualification Schedule II 5.2 - Designated Account Debtors Subsidiaries and Capitalization Schedule III 5.9 - Form ERISA Plans of Invoices Credit Parties and ERISA Affiliates Schedule IV 5.12 - Material Contracts Relating to the Collateral Schedule 5.13 - Labor and Collective Bargaining Agreements of Credit Parties Schedule 5.19 - Litigation of Borrower and all Subsidiaries Schedule 6.18 - Post Closing Matters Schedule 7.1 - Existing Letters Indebtedness of Borrower and all Subsidiaries Schedule 7.2 - Existing Liens of Borrower and all Subsidiaries Schedule 7.3 - Existing Loans, Advances and Investments of Borrower and all Subsidiaries Schedule 7.7 - Transactions with Affiliates Schedule 7.10(b) - Existing Encumbrances and Restrictions of Borrower and All Subsidiaries Schedule 5.9 - ERISA Plans of Credit Parties and ERISA Affiliates Schedule 1.01A 5.12 - Fixed Charge Coverage Ratio Components Material Contracts Relating to the Collateral Schedule 1.01B 5.13 - Subsidiary Borrowers Labor and Collective Bargaining Agreements of Credit Parties Schedule 1.01C 5.19 - Guarantors Litigation of Borrower and all Subsidiaries Schedule 4.01(a6.18 - Post Closing Matters Schedule 7.1 - Existing Indebtedness of Borrower and all Subsidiaries Schedule 7.2 - Existing Liens of Borrower and all Subsidiaries Schedule 7.3 - Existing Loans, Advances and Investments of Borrower and all Subsidiaries Schedule 7.7 - Transactions with Affiliates Schedule 7.10(b) - Equity Investments; Existing Encumbrances and Restrictions of Borrower and All Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Liens Schedule 5.01(m) - Listed Subsidiaries Schedule 5.02(r) - Exempt Accounts Schedule 10.02 - Administrative Agent’s OfficeCREDIT AGREEMENT, Certain Addresses for Notices Exhibit A - Form of Revolving Credit Note Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Intercreditor Agreement Exhibit E - Form of Borrowing Base Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Guaranty Exhibit H - Form of Opinion of Counsel SENIOR SECURED REVOLVING FACILITY CREDIT AGREEMENT (this “Agreement”) dated as of November 10February 18, 2010 2014, by and among CHEMTURA CORPORATIONKRONOS WORLDWIDE, INC., a Delaware corporation (corporation, as Borrower, the “Company”) lenders who are party to this Agreement and each of the Subsidiary Borrowers (lenders who may become a party to this Agreement pursuant to the terms hereof, as hereinafter defined) (eachLenders, including the Companyand DEUTSCHE BANK AG NEW YORK BRANCH, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter defined) and the other banks, financial institutions and other institutional lenders party hereto (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “Lenders”), ▇▇▇▇▇ FARGO BANK, N.A.national banking association, as the initial issuing bank (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or any successor appointed pursuant to Article VII, the “Administrative Agent”) Agent for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined), ▇▇▇▇▇ FARGO CAPITAL FINANCE, LLC (“▇▇▇▇▇ Fargo”), as syndication agent, CITIBANK. N.A. (“Citibank”), BARCLAYS BANK PLC (“Barclays Bank”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITAL, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, as joint bookrunners (the “Bookrunners”)Lenders.
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Schedules. Schedule I 1.01(a) - Subsidiary Guarantors Schedule 1.01(b) - Mortgaged Property Schedule 2.01 - Lenders and Commitments Schedule 3.08 - Subsidiaries Schedule 3.13 - Sources and Applicable Lending Offices Uses Schedule II 3.18 - Designated Account Debtors Insurance Schedule III 3.20(a) - Form of Invoices Owned Real Property Schedule IV 3.20(b) - Leased Real Property Schedule 3.27 - Intellectual Property Schedule 5.17 - Post-Closing Deliverables Schedule 6.01 - Existing Letters of Credit Indebtedness Schedule 1.01A 6.02 - Fixed Charge Coverage Ratio Components Schedule 1.01B - Subsidiary Borrowers Schedule 1.01C - Guarantors Schedule 4.01(a) - Equity Investments; Subsidiaries Schedule 4.01(b) - Loan Parties Schedule 4.01(i) - Disclosures Schedule 4.01(m) - Environmental Liabilities Schedule 4.01(t) - Surviving Debt and Effective Date Debt Schedule 4.01(u) - Existing Liens Schedule 5.01(m) 6.03 - Listed Subsidiaries Sale and Leaseback Transactions Schedule 5.02(r) 6.07 - Exempt Accounts Schedule 10.02 - Administrative Agent’s Office, Certain Addresses for Notices Affiliate Transactions Exhibit A - Form of Revolving Credit Note Administrative Questionnaire Exhibit B-1 - Form of Notice of Borrowing Exhibit B-2 - Form of Swing Line Advance Notice Exhibit C B - Form of Assignment and Acceptance Exhibit C - Form of Borrowing Request Exhibit D - Form of Intercreditor Guarantee and Collateral Agreement Exhibit E - Form of Borrowing Base Certificate Mortgage Exhibit F - Form of Security Affiliate Subordination Agreement Exhibit G - Form of Guaranty Compliance Certificate Exhibit H - Form of Opinion Landlord Personal Property Collateral Access Agreement Exhibit I - Form of Counsel SENIOR SECURED REVOLVING FACILITY Initial Budget CREDIT AGREEMENT AGREEMENT, dated as of March 8, 2019 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of November 10), 2010 among CHEMTURA CORPORATIONAAC HOLDINGS, INC., a Delaware Nevada corporation (the “Company”) and each of the Subsidiary Borrowers (as hereinafter defined) (each, including the Company, a “Borrower”, and collectively, the “Borrowers”), the Initial Lenders (as hereinafter definedsuch term and each other capitalized term used but not defined in this preamble having the meaning given to it in Article I) and the other banks, financial institutions and other institutional lenders party hereto and CREDIT SUISSE AG (each, a “Lender”, and together with the Initial Lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “LendersCredit Suisse”), ▇▇▇▇▇ FARGO BANK, N.A., as administrative agent for the initial issuing bank Lenders (in such capacity, the “Initial Issuing Bank”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative and collateral agent (or including any successor appointed pursuant to Article VIIthereto, the “Administrative Agent”) and as collateral agent for the Lender Parties and the other Secured Parties (each as hereinafter defined) and as Swing Line Lender (as hereinafter defined)in such capacity, ▇▇▇▇▇ FARGO CAPITAL FINANCEincluding any successor thereto, LLC (the “▇▇▇▇▇ FargoCollateral Agent”). The Borrower has requested the Lenders to extend credit in the form of Term Loans on the Closing Date, as syndication agent, CITIBANKin an aggregate principal amount equal to $30,000,000. N.A. The proceeds of the Term Loans shall be used solely (“Citibank”), BARCLAYS BANK PLC i) to pay the Transaction Costs and (“Barclays Bank”ii) for other general corporate purposes in accordance with Section 5.08. The Lenders are willing to extend such credit to the Borrower on the terms and ▇▇▇▇▇▇▇ ▇▇▇▇▇ LENDING PARTNERS LLC (“GS”), as co-documentation agents, ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED (“MLPF&S”), ▇▇▇▇▇ Fargo and CITIGROUP GLOBAL MARKETS INCsubject to the conditions set forth herein. (“CGMI”), as joint lead arrangers (the “Lead Arrangers”), and MLPF&S, ▇▇▇▇▇ Fargo, CGMI, BARCLAYS CAPITALAccordingly, the investment banking division of Barclays Bank (“Barclays Capital”), and GS, parties hereto hereby agree as joint bookrunners (the “Bookrunners”).follows:
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