Secured Parties. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent and as Collateral Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender, as Swingline Lender, as an Issuing Bank and as Technical Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Director ROYAL BANK OF CANADA, as a Lender By: /s/ Xxxxx X. York Name: Xxxxx X. York Title: Authorized Signatory TORONTO DOMINION BANK, NEW YORK BRANCH, as a Lender By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory BNP PARIBAS, as a Lender and Issuing Bank By: /s/ Redi Meshi Name: Redi Meshi Title: Vice President By: /s/ Xxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxx Title: Managing Director ABN AMRO CAPITAL USA LLC, as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Vice-President PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Director MIZUHO BANK, LTD., as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director BARCLAYS BANK PLC, as a Lender By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director UBS AG, STAMFORD BRANCH, as a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Associate Director XXXXXXX XXXXX BANK USA, as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Authorized Signer CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxxxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxxxxxx Title: Authorized Signatory CITIZENS BANK, N.A., as a Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President XXXXXXX XXXXX BANK, N.A., as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Banc of America Credit Products, Inc., as a Lender By: Name: Title: By: Name: Title: MACQUARIE BANK LIMITED, as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Director By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Associate Director EXHIBIT A TO AMENDMENT NO. 9 SCHEDULE 1.1A REVOLVING CREDIT COMMITMENTS Lender Proposed Working Capital Commitment Amount Proposed Acquisition Commitment Amount Total Commitment Amount Percentage Deutsche Bank AG, New York Branch 67,233,077.76 135,266,922.24 202,500,000.00 11.3128 % Royal Bank of Canada 67,233,077.76 135,266,922.24 202,500,000.00 11.3128 % Toronto-Dominion Bank, New York Branch 54,782,507.81 110,217,492.19 165,000,000.00 9.2179 % BNP Paribas 46,482,127.84 93,517,872.16 140,000,000.00 7.8212 % ABN AMRO Capital USA LLC 43,161,975.85 86,838,024.15 130,000,000.00 7.2626 % PNC Bank, National Association 41,501,899.85 83,498,100.15 125,000,000.00 6.9832 % Mizuho Bank Ltd. 41,501,899.85 83,498,100.15 125,000,000.00 6.9832 % Xxxxx Fargo Bank, N.A. 41,501,899.85 83,498,100.15 125,000,000.00 6.9832 % Barclays Bank PLC 41,501,899.85 83,498,100.15 125,000,000.00 6.9832 % UBS AG, Stamford Branch 30,877,413.49 62,122,586.51 93,000,000.00 5.1955 % Xxxxxxx Xxxxx Bank USA 29,881,367.90 60,118,632.10 90,000,000.00 5.0279 % Credit Suisse AG, Cayman Island Branch 29,881,367.90 60,118,632.10 90,000,000.00 5.0279 % Citizens Bank, N.A. 24,901,139.91 50,098,860.09 75,000,000.00 4.1899 % Xxxxxxx Xxxxx Bank, N.A. 16,600,759.94 33,399,240.06 50,000,000.00 2.7933 % Banc of America Credit Products, Inc. 16,317,280.45 15,682,719.55 32,000,000.00 1.7877 % Macquarie Bank Limited 6,640,303.99 13,359,696.01 20,000,000.00 1.1173 % TOTALS $ 600,000,000 $ 1,190,000,000 $ 1,790,000,000 100 %

Appears in 1 contract

Samples: Credit Agreement (NGL Energy Partners LP)

Appears in 1 contract

Samples: Security and Pledge Agreement (B. Riley Financial, Inc.)

Secured Parties. ~~DEUTSCHE~~ Each Secured Party that is not a party to the Credit Agreement who obtains the benefit of this Agreement shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, and with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Secured Party, the Administrative Agent and each of its Affiliates shall be entitled to all of the rights, benefits and immunities conferred under Article IX of the Credit Agreement. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written. GRANTORS: FREIGHTCAR AMERICA, INC. By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: President and Chief Operating Officer FREIGHTCAR RAIL SERVICES, LLC By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Vice President of Finance, Chief Financial Officer and Treasurer FREIGHTCAR SHORT LINE, INC. By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Vice President of Finance, Chief Financial Officer and Treasurer FREIGHT CAR SERVICES, INC. By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Vice President of Finance, Chief Financial Officer and Treasurer FREIGHTCAR ROANOKE, LLC By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Vice President of Finance, Chief Financial Officer and Treasurer FREIGHTCAR ALABAMA, LLC By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Vice President of Finance, Chief Financial Officer and Treasurer JAC OPERATIONS INC. By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Vice President of Finance, Chief Financial Officer and Treasurer JOHNSTOWN AMERICA, LLC By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Vice President of Finance, Chief Financial Officer and Treasurer JAIX LEASING COMPANY By: /s/ Xxxxxx X. XxXxxxx Name: Xxxxxx X. XxXxxxx Title: Vice President of Finance, Chief Financial Officer and Treasurer Accepted and agreed to as of the date first above written. BANK ~~TRUST COMPANY AMERICAS~~OF AMERICA, N.A., as Administrative Agent and as Collateral Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender, as Swingline Lender, as an Issuing Bank and as Technical Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Director ROYAL BANK OF CANADA, as a Lender By: /s/ Xxxxx X. York Name: Xxxxx X. York Title: Authorized Signatory TORONTO DOMINION BANK, NEW YORK BRANCH, as a Lender By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory BNP PARIBAS, as a Lender and Issuing Bank By: /s/ Redi Meshi Name: Redi Meshi Title: Vice President By: /s/ Xxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxx Title: Managing Director ABN AMRO CAPITAL USA LLC, as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Vice-President PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Director MIZUHO BANK, LTD., as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director BARCLAYS BANK PLC, as a Lender By: /s/ Sydney X. Xxxxxx Name: ~~Sydney~~ Xxxxxx X. Xxxxxx Title: Director UBS AG, STAMFORD BRANCH, as a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Associate Director XXXXXXX XXXXX BANK USA, as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Authorized Signer CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxxxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxxxxxx Title: Authorized Signatory CITIZENS BANK, N.A., as a Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President XXXXXXX XXXXX BANK, N.A., as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Banc of America Credit Products, Inc., as a Lender By: Name: Title: By: Name: Title: MACQUARIE BANK LIMITED, as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Director By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Associate Director EXHIBIT A TO AMENDMENT NO. 9 SCHEDULE 1.1A REVOLVING CREDIT COMMITMENTS Lender Proposed Working Capital Commitment Amount Proposed Acquisition Commitment Amount Total Commitment Amount Percentage Deutsche Bank AG, New York Branch 67,233,077.76 135,266,922.24 202,500,000.00 11.3128 % Royal Bank of Canada 67,233,077.76 135,266,922.24 202,500,000.00 11.3128 % Toronto-Dominion Bank, New York Branch 54,782,507.81 110,217,492.19 165,000,000.00 9.2179 % BNP Paribas 46,482,127.84 93,517,872.16 140,000,000.00 7.8212 % ABN AMRO Capital USA LLC 43,161,975.85 86,838,024.15 130,000,000.00 7.2626 % PNC Bank, National Association 41,501,899.85 83,498,100.15 125,000,000.00 6.9832 % Mizuho Bank Ltd. 41,501,899.85 83,498,100.15 125,000,000.00 6.9832 % Xxxxx Fargo Bank, N.A. 41,501,899.85 83,498,100.15 125,000,000.00 6.9832 % Barclays Bank PLC 41,501,899.85 83,498,100.15 125,000,000.00 6.9832 % UBS AG, Stamford Branch 30,877,413.49 62,122,586.51 93,000,000.00 5.1955 % Xxxxxxx Xxxxx Bank USA 29,881,367.90 60,118,632.10 90,000,000.00 5.0279 % Credit Suisse AG, Cayman Island Branch 29,881,367.90 60,118,632.10 90,000,000.00 5.0279 % Citizens Bank, N.A. 24,901,139.91 50,098,860.09 75,000,000.00 4.1899 % Xxxxxxx Xxxxx Bank, N.A. 16,600,759.94 33,399,240.06 50,000,000.00 2.7933 % Banc of America Credit Products, Inc. 16,317,280.45 15,682,719.55 32,000,000.00 1.7877 % Macquarie Bank Limited 6,640,303.99 13,359,696.01 20,000,000.00 1.1173 % TOTALS $ 600,000,000 $ 1,190,000,000 $ 1,790,000,000 100 %Xxxxxx

Appears in 1 contract

Samples: Security and Pledge Agreement (FreightCar America, Inc.)

Secured Parties. ~~DEUTSCHE BANK TRUST COMPANY AMERICAS~~Each Secured Party that is not a party to the Credit Agreement who obtains the benefit of this Agreement shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, as and with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Secured Party, the Administrative Agent and each of its Affiliates shall be entitled to all of the rights, benefits and immunities conferred under Article IX of the Credit Agreement. [Hain] Security and Pledge Agreement #66940863 Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as ~~Collateral Agent By~~of the date first above written. GRANTORS: ~~/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Director DEUTSCHE BANK AG~~THE HAIN CELESTIAL GROUP, NEW YORK BRANCH, as a Lender, as Swingline Lender, as an Issuing Bank and as Technical Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Director ROYAL BANK OF CANADA, as a Lender By: /s/ Xxxxx X. York Name: Xxxxx X. York Title: Authorized Signatory TORONTO DOMINION BANK, NEW YORK BRANCH, as a Lender By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory BNP PARIBAS, as a Lender and Issuing Bank By: /s/ Redi Meshi Name: Redi Meshi Title: Vice President By: /s/ Xxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxx Title: Managing Director ABN AMRO CAPITAL USA LLC, as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Vice-President PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Director MIZUHO BANK, LTD., as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director BARCLAYS BANK PLC, as a Lender By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director UBS AG, STAMFORD BRANCH, as a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Associate Director XXXXXXX XXXXX BANK USA, as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Authorized Signer CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxxxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxxxxxx Title: Authorized Signatory CITIZENS BANK, N.A., as a Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President XXXXXXX XXXXX BANK, N.A., as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Banc of America Credit Products, Inc., as a Lender By: Name: Title: By: Name: Title: MACQUARIE BANK LIMITED, as a Lender INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive ~~Director~~ Vice President and Chief Financial Officer ARROWHEAD XXXXX, INC. By: /s/ ~~Xxxxxx Xxxxxx~~ Xxxxx Xxxxxxxx Name: ~~Xxxxxx Xxxxxx~~ Xxxxx Xxxxxxxx Title: ~~Associate Director~~ Executive Vice President and Chief Financial Officer [Hain] Security and Pledge Agreement #66940863 AVALON NATURAL PRODUCTS, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer [Hain] Security and Pledge Agreement #66940863 CELESTIAL SEASONINGS, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer [Hain] Security and Pledge Agreement #66940863 CHARTER BAKING COMPANY, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer [Hain] Security and Pledge Agreement #66940863 XXXX XXXXXXXXX INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer [Hain] Security and Pledge Agreement #66940863 XX XXXXX NUTRITIONAL FOODS, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer [Hain] Security and Pledge Agreement #66940863 ELLA'S KITCHEN, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer [Hain] Security and Pledge Agreement #66940863 HAIN BLUEPRINT, INC., By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer [Hain] Security and Pledge Agreement #66940863 HAIN PURE FOOD CO., INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer [Hain] Security and Pledge Agreement #66940863 HAIN REFRIGERATED FOODS INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer [Hain] Security and Pledge Agreement #66940863 HAIN-YVES, INC., By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer [Hain] Security and Pledge Agreement #66940863 HEALTH VALLEY COMPANY By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer [Hain] Security and Pledge Agreement #66940863 XXXXX NATURAL PRODUCTS, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer [Hain] Security and Pledge Agreement #66940863 NSPIRED NATURAL FOODS, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer [Hain] Security and Pledge Agreement #66940863 RUDI'S ORGANIC BAKERY, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer [Hain] Security and Pledge Agreement #66940863 SPECTRUM ORGANIC PRODUCTS, LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer [Hain] Security and Pledge Agreement #66940863 WESTBRAE NATURAL FOODS, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer [Hain] Security and Pledge Agreement #66940863 Accepted and agreed to as of the date first above written. BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Ronaldo Naval Name: Ronaldo Naval Title: Vice President [Hain] Security and Pledge Agreement #66940863 EXHIBIT A TO AMENDMENT NO. 9 SCHEDULE 1.1A REVOLVING CREDIT COMMITMENTS Lender Proposed Working Capital Commitment Amount Proposed Acquisition Commitment Amount Total Commitment Amount Percentage Deutsche Bank AG[FORM OF] IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, ~~New York Branch 67,233,077.76 135,266,922.24 202,500,000.00 11.3128 % Royal Bank~~ the undersigned hereby sells, assigns and transfers to __________________ the following Equity Interests of ~~Canada 67,233,077.76 135,266,922.24 202,500,000.00 11.3128 % Toronto-Dominion Bank~~[___________], New York Branch 54,782,507.81 110,217,492.19 165,000,000.00 9.2179 % BNP Paribas 46,482,127.84 93,517,872.16 140,000,000.00 7.8212 % ABN AMRO Capital USA LLC 43,161,975.85 86,838,024.15 130,000,000.00 7.2626 % PNC Bank, National Association 41,501,899.85 83,498,100.15 125,000,000.00 6.9832 % Mizuho Bank Ltd. 41,501,899.85 83,498,100.15 125,000,000.00 6.9832 % Xxxxx Fargo Bank, N.A. 41,501,899.85 83,498,100.15 125,000,000.00 6.9832 % Barclays Bank PLC 41,501,899.85 83,498,100.15 125,000,000.00 6.9832 % UBS AG, Stamford Branch 30,877,413.49 62,122,586.51 93,000,000.00 5.1955 % Xxxxxxx Xxxxx Bank USA 29,881,367.90 60,118,632.10 90,000,000.00 5.0279 % Credit Suisse AG, Cayman Island Branch 29,881,367.90 60,118,632.10 90,000,000.00 5.0279 % Citizens Bank, N.A. 24,901,139.91 50,098,860.09 75,000,000.00 4.1899 % Xxxxxxx Xxxxx Bank, N.A. 16,600,759.94 33,399,240.06 50,000,000.00 2.7933 % Banc of America Credit Products, Inc. 16,317,280.45 15,682,719.55 32,000,000.00 1.7877 % Macquarie Bank Limited 6,640,303.99 13,359,696.01 20,000,000.00 1.1173 % TOTALS $ 600,000,000 $ 1,190,000,000 $ 1,790,000,000 100 %a [_________] [corporation] [limited liability company]:

Appears in 1 contract

Samples: Security and Pledge Agreement (Hain Celestial Group Inc)

Appears in 1 contract

Samples: Security and Pledge Agreement (Good Times Restaurants Inc)

Secured Parties. ~~DEUTSCHE BANK TRUST COMPANY AMERICAS~~Each Secured Party that is not a party to the Credit Agreement who obtains the benefit of this Agreement shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Credit Agreement, as and with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Secured Party, the Administrative Agent and each of its Affiliates shall be entitled to all of the rights, benefits and immunities conferred under Article IX of the Credit Agreement. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as ~~Collateral Agent By~~of the date first above written. GRANTORS: ~~/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Director DEUTSCHE BANK AG~~MONSTER WORLDWIDE, NEW YORK BRANCH, as a Lender, as Swingline Lender, as an Issuing Bank and as Technical Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Director ROYAL BANK OF CANADA, as a Lender INC. By: /s/ Xxxxx X. ~~York~~ Xxxxxxxx Name: Xxxxx X. ~~York~~ Xxxxxxxx Title: Authorized Signatory TORONTO DOMINION BANK, NEW YORK BRANCH, as a Lender By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory BNP PARIBAS, as a Lender and Issuing Bank By: /s/ Redi Meshi Name: Redi Meshi Title: Executive Vice President ~~By: /s/ Xxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxx Title: Managing Director ABN AMRO CAPITAL USA LLC~~and Chief Financial Officer FASTWEB, ~~as a Lender~~ LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: ~~Managing Director~~ Secretary KJB HOLDING CORP. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Vice-President PNC BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Director MIZUHO BANK, LTD., as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director BARCLAYS BANK PLC, as a Lender By: /s/ Sydney Xxxxxxx X. Xxxxxx Name: ~~Sydney~~ Xxxxxxx X. Xxxxxx Title: ~~Director UBS AG~~Secretary MILITARY ADVANTAGE, ~~STAMFORD BRANCH, as a Lender~~ INC. By: /s/ Xxxxxxx ~~Xxxxx~~ X. Xxxxxx Name: Xxxxxxx ~~Xxxxx~~ X. Xxxxxx Title: ~~Director~~ Secretary MONSTER EMERGING MARKETS, LLC By: /s/ Xxxxxxx ~~Xxxx~~ X. Xxxxxx Name: Xxxxxxx ~~Xxxx~~ X. Xxxxxx Title: ~~Associate Director XXXXXXX XXXXX BANK USA~~Secretary Security Agreement MONSTER GOVERNMENT SOLUTIONS, ~~as a Lender~~ LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary MONSTER INTERNATIONAL HOLDING CORP. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary MONSTER LABS, LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary MONSTERTRAK CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary MONSTER WORLDWIDE TECHNOLOGIES, LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary PWP, LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary Security Agreement XXX.XXX INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary TROVIX INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary TMAT INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary AFFINITY LABS, LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary MONSTER ASIA PACIFIC HOLDING CORP. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary MONSTER WORLDWIDE SOUTH CAROLINA, INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary TALENTBIN, INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary RADIKER, INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Secretary GOZAIK LLC By: /s/ Xxxxx X. ~~Xxxxxxx~~ Xxxxxxxx Name: Xxxxx X. ~~Xxxxxxx~~ Xxxxxxxx Title: ~~Authorized Signer CREDIT SUISSE AG~~Manager MONSTER CZ HOLDINGS, ~~CAYMAN ISLANDS BRANCH, as a Lender~~ LLC By: /s/ ~~Xxxxx Xxxxx~~ Xxxxxxx X. Xxxxxx Name: ~~Xxxxx Xxxxx~~ Xxxxxxx X. Xxxxxx Title: ~~Authorized Signatory By~~Secretary Security Agreement ADMINISTRATIVE AGENT: ~~/s/ Xxxxxxxxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxxxxxx Title: Authorized Signatory CITIZENS BANK~~BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President XXXXXXX XXXXX BANK, N.A., as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Banc of America Credit Products, Inc., as a Lender By: Name: Title: By: Name: Title: MACQUARIE BANK LIMITED, as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Director Administrative Agent By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: ~~Associate Director~~ Assistant Vice President Security Agreement SCHEDULE I Commercial Tort Claims SCHEDULE II Loan Parties SCHEDULE III Deposit Accounts; Securities Accounts SCHEDULE IV Electronic Chattel Paper; Letter-of-Credit Rights SCHEDULE V Certain Collateral Locations SCHEDULE VI Copyrights, Patents and Trademarks EXHIBIT A TO AMENDMENT NO. 9 SCHEDULE 1.1A REVOLVING CREDIT COMMITMENTS Lender Proposed Working Capital Commitment Amount Proposed Acquisition Commitment Amount Total Commitment Amount Percentage Deutsche Bank AG[FORM OF] NOTICE AND GRANT OF SECURITY INTEREST IN COPYRIGHTS United States Copyright Office Ladies and Gentlemen: Please be advised that further to the Security Agreement dated as of October 31, ~~New York Branch 67,233,077.76 135,266,922.24 202,500,000.00 11.3128 % Royal~~ 2014 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank of ~~Canada 67,233,077.76 135,266,922.24 202,500,000.00 11.3128 % Toronto-Dominion Bank~~America, New York Branch 54,782,507.81 110,217,492.19 165,000,000.00 9.2179 % BNP Paribas 46,482,127.84 93,517,872.16 140,000,000.00 7.8212 % ABN AMRO Capital USA LLC 43,161,975.85 86,838,024.15 130,000,000.00 7.2626 % PNC BankN.A., ~~National Association 41,501,899.85 83,498,100.15 125,000,000.00 6.9832 % Mizuho~~ as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor hereby grants a continuing security interest in and continuing lien upon the copyrights and copyright applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that (a) the security interest granted pursuant to this Notice and Grant of Security Interest in the foregoing copyrights and copyright applications is granted in conjunction with the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to the Agreement, and (b) the security interest in the foregoing copyrights and copyright applications (i) may only be terminated in accordance with the terms of the Agreement and (ii) are not to be construed as an assignment of any copyright or copyright application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT B [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN PATENTS United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Security Agreement dated as of October 31, 2014 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) by and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank ~~Ltd. 41,501,899.85 83,498,100.15 125,000,000.00 6.9832 % Xxxxx Fargo Bank~~of America, ~~N.A. 41,501,899.85 83,498,100.15 125,000,000.00 6.9832 % Barclays~~ N.A., as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, the undersigned Grantor has granted a continuing security interest in and continuing lien upon the patents and patent applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. The undersigned Grantor and the Administrative Agent, on behalf of the Secured Parties, hereby acknowledge and agree that the security interest in the foregoing patents and patent applications (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any patent or patent application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT C [FORM OF] NOTICE OF GRANT OF SECURITY INTEREST IN TRADEMARKS United States Patent and Trademark Office Ladies and Gentlemen: Please be advised that pursuant to the Security Agreement dated as of October 31, 2014 (as amended, modified, extended, restated, renewed, replaced, or supplemented from time to time, the “Agreement”) and among the Grantors party thereto (each an “Grantor” and collectively, the “Grantors”) and Bank ~~PLC 41,501,899.85 83,498,100.15 125,000,000.00 6.9832 % UBS AG~~of America, ~~Stamford Branch 30,877,413.49 62,122,586.51 93,000,000.00 5.1955 % Xxxxxxx Xxxxx Bank USA 29,881,367.90 60,118,632.10 90,000,000.00 5.0279 % Credit Suisse AG~~N.A., ~~Cayman Island Branch 29,881,367.90 60,118,632.10 90,000,000.00 5.0279 % Citizens Bank~~as administrative agent (the “Administrative Agent”) for the Secured Parties referenced therein, ~~N.A. 24,901,139.91 50,098,860.09 75,000,000.00 4.1899 % Xxxxxxx Xxxxx Bank~~the undersigned Grantor has granted a continuing security interest in and continuing lien upon the trademarks and trademark applications shown on Schedule 1 attached hereto to the Administrative Agent for the ratable benefit of the Secured Parties. The undersigned Grantor and the Administrative Agent, ~~N.A. 16,600,759.94 33,399,240.06 50,000,000.00 2.7933 % Banc~~ on behalf of ~~America Credit Products~~the Secured Parties, ~~Inc. 16,317,280.45 15,682,719.55 32,000,000.00 1.7877 % Macquarie Bank Limited 6,640,303.99 13,359,696.01 20,000,000.00 1.1173 % TOTALS $ 600,000,000 $ 1,190,000,000 $ 1,790,000,000 100 %~~hereby acknowledge and agree that the security interest in the foregoing trademarks and trademark applications (a) may only be terminated in accordance with the terms of the Agreement and (b) is not to be construed as an assignment of any trademark or trademark application. Very truly yours, [GRANTOR] By: Name: Title: Acknowledged and Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Name: Title: EXHIBIT D [FORM OF] SUPPLEMENT TO SECURITY AGREEMENT This SUPPLEMENT, dated as of , (this “Supplement”), is to the Security Agreement, dated as of October 31, 2014 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Agreement”), among the Grantors (such term as defined in the Agreement, and other terms used in this Supplement, to have the meanings set forth in the Agreement) from time to time party thereto, in favor of BANK OF AMERICA, N.A., as the administrative agent (together with its successor(s) thereto in such capacity, the “Administrative Agent”) for each of the Secured Parties.

Appears in 1 contract

Samples: Security Agreement (Monster Worldwide, Inc.)

Secured Parties. ~~DEUTSCHE BANK TRUST COMPANY AMERICAS~~Each Secured Party that is not a party to the Loan Agreement who obtains the benefit of this Agreement shall be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of the Loan Agreement, as and with respect to the actions and omissions of the Administrative Agent hereunder or otherwise relating hereto that do or may affect such Secured Party, the Administrative Agent and each of its Affiliates shall be entitled to all of the rights, benefits and immunities conferred under Article IX of the Loan Agreement. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as ~~Collateral Agent~~ of the date first above written. VINTAGE STOCK AFFILIATED HOLDINGS LLC, a Nevada limited liability company, as a Grantor By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: President and Chief Executive Officer Address: 000 X. Xxxx Xxxxxxx Xxxx. Xxxxx 000 Xxx Xxxxx, XX 00000 VINTAGE STOCK, INC., a Missouri corporation, as a Grantor By: /s/ Xxxxxx Xxxxxxx Name: ~~Xxxx~~ Xxxxxx Xxxxxxx Title: ~~Director By~~President and Chief Executive Officer Address: ~~/s/ Xxxx~~ 000 X. ~~Xxxxx Name: Xxxx X. Xxxxx Title: Director DEUTSCHE BANK AG~~00xx Xxxxxx Xxxxxx, ~~NEW YORK BRANCH,~~ XX 00000 SIGNATURE PAGE TO SECURITY AND PLEDGE AGREEMENT Accepted and agreed to as a Lender, as Swingline Lender, as an Issuing Bank and as Technical Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Director ROYAL BANK OF CANADA, as a Lender By: /s/ Xxxxx X. York Name: Xxxxx X. York Title: Authorized Signatory TORONTO DOMINION BANK, NEW YORK BRANCH, as a Lender By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Authorized Signatory BNP PARIBAS, as a Lender and Issuing Bank By: /s/ Redi Meshi Name: Redi Meshi Title: Vice President By: /s/ Xxxxxxxxx Xxxxxxxxx Name: Xxxxxxxxx Xxxxxxxxx Title: Managing Director ABN AMRO CAPITAL USA LLC, as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Vice-President PNC BANKof the date first above written. WILMINGTON TRUST, NATIONAL ASSOCIATION, as ~~a Lender~~ Administrative Agent By: ~~/s/ Xxxxxxxx Xxxxxxxxx~~ ________________________________ Name: ~~Xxxxxxxx Xxxxxxxxx~~ ______________________________ Title: ~~Director MIZUHO BANK, LTD., as a Lender By~~_______________________________ Address: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director BARCLAYS BANK PLC, as a Lender By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director UBS AG, STAMFORD BRANCH, as a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Associate Director XXXXXXX XXXXX BANK USA, as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Authorized Signer CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender By: /s/ 00 Xxxxx Xxxxx ~~Name:~~ Xxxxxx, Xxxxx ~~Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxxxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxxxxxx Title: Authorized Signatory CITIZENS BANK~~0000 Xxxxxxxxxxx, ~~N.A.~~XX 00000 SIGNATURE PAGE TO SECURITY AND PLEDGE AGREEMENT Schedule 1 Schedule 5.21(f) to the Loan Agreement - Pledged Equity Interests Loan Party Issuing Entity Class Number of Shares Certificate No. Percentage Interest of Outstanding Shares Vintage Stock Affiliated Holdings LLC Vintage Stock, ~~as a Lender By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Senior Vice President XXXXXXX XXXXX BANK~~Inc. Class A (Voting) 282 18 100% Vintage Stock Affiliated Holdings LLC Vintage Stock, N.A., as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director Banc of America Credit Products, Inc., as a Lender By: Name: Title: By: Name: Title: MACQUARIE BANK LIMITED, as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Director By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Associate Director Inc. Class B (Nonvoting) 2,538 19 100% EXHIBIT A TO AMENDMENT NO. 9 SCHEDULE 1.1A REVOLVING CREDIT COMMITMENTS Lender Proposed Working Capital Commitment Amount Proposed Acquisition Commitment Amount Total Commitment Amount Percentage Deutsche Bank AGFORM OF IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, ~~New York Branch 67,233,077.76 135,266,922.24 202,500,000.00 11.3128 % Royal Bank~~ the undersigned hereby sells, assigns and transfers to __________________ the following Equity Interests of ~~Canada 67,233,077.76 135,266,922.24 202,500,000.00 11.3128 % Toronto-Dominion Bank~~[___________], New York Branch 54,782,507.81 110,217,492.19 165,000,000.00 9.2179 % BNP Paribas 46,482,127.84 93,517,872.16 140,000,000.00 7.8212 % ABN AMRO Capital USA LLC 43,161,975.85 86,838,024.15 130,000,000.00 7.2626 % PNC Bank, National Association 41,501,899.85 83,498,100.15 125,000,000.00 6.9832 % Mizuho Bank Ltd. 41,501,899.85 83,498,100.15 125,000,000.00 6.9832 % Xxxxx Fargo Bank, N.A. 41,501,899.85 83,498,100.15 125,000,000.00 6.9832 % Barclays Bank PLC 41,501,899.85 83,498,100.15 125,000,000.00 6.9832 % UBS AG, Stamford Branch 30,877,413.49 62,122,586.51 93,000,000.00 5.1955 % Xxxxxxx Xxxxx Bank USA 29,881,367.90 60,118,632.10 90,000,000.00 5.0279 % Credit Suisse AG, Cayman Island Branch 29,881,367.90 60,118,632.10 90,000,000.00 5.0279 % Citizens Bank, N.A. 24,901,139.91 50,098,860.09 75,000,000.00 4.1899 % Xxxxxxx Xxxxx Bank, N.A. 16,600,759.94 33,399,240.06 50,000,000.00 2.7933 % Banc of America Credit Products, Inc. 16,317,280.45 15,682,719.55 32,000,000.00 1.7877 % Macquarie Bank Limited 6,640,303.99 13,359,696.01 20,000,000.00 1.1173 % TOTALS $ 600,000,000 $ 1,190,000,000 $ 1,790,000,000 100 %a [_________] [corporation] [limited liability company]:

Appears in 1 contract

Samples: Security and Pledge Agreement (LIVE VENTURES Inc)

Common use of Secured Parties Clause in Contracts