SOCIÉTÉ GÉNÉRALE S. A., AMSTERDAM BRANCH, a company incorporated under the laws of the French Republic and having its principal place of business at 00 Xxxxxxxxx Xxxxxxxxx, 00000, Xxxxx, Xxxxxx, acting through its Amsterdam Branch, operating in the Netherlands, whose address is Xxxxxxxxxxx 0, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx;
SOCIÉTÉ GÉNÉRALE S. A., AMSTERDAM BRANCH, a company incorporated under the laws of France; and
SOCIÉTÉ GÉNÉRALE S. A., AMSTERDAM BRANCH, a company incorporated under the laws of France; and 14. EY ACCOUNTANTS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organised under the laws of the Netherlands and established in Rotterdam, the Netherlands.
SOCIÉTÉ GÉNÉRALE S. A., a société anonyme incorporated under the laws of France, whose registered office is at 20, xxxxxxxxx Xxxxxxxxx, 00000 Xxxxx (Xxxxxx), registered with the Trade and Companies Register of Paris under number 552 120 222, licensed as a credit institution in France by the Comité des Établissements de Crédit et des Entreprises d’Investissement, represented for the purposes hereof by a duly authorised representative whose name appears on the signature page (the Custodian, the FCT Account Bank or the Administrative Agent);
SOCIÉTÉ GÉNÉRALE S. A., as a Bank
SOCIÉTÉ GÉNÉRALE S. A., a company (société anonyme) incorporated under the laws of the Republic of France, registered in the Paris Trade Register under registration no. 552 120 222 with its registered office at 00 Xxxxxxxxx Xxxxxxxxx, 00000 Xxxxx, Xxxxxxxx xx Xxxxxx (as a "Joint Lead Manager" and together with Citigroup Global Markets Limited and Lloyds Bank Corporate Markets Wertpapierhandelsbank GmbH, the "Joint Lead Managers");
SOCIÉTÉ GÉNÉRALE S. A. U.S. BANK NATIONAL ASSOCIATION DNB NOR BANK ASA XXXXXXX SACHS BANK USA THE BANK OF NOVA SCOTIA BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH BRANCH BANKING AND TRUST COMPANY COMERICA BANK DEUTSCHE BANK AG, NEW YORK BRANCH BMO XXXXXX FINANCING, INC. CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
SOCIÉTÉ GÉNÉRALE S. A., as a Bank By: /s/ Barxxxx Xxxxxxx Name: Barxxxx Xxxxxxx Title: Managing Director By: Name: Title: Address for Notices: 245 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Facsimile No.: Telephone No.: Email: INDEX TO EXHIBITS AND SCHEDULES EXHIBIT A – Form of Note EXHIBIT B – Form of Borrowing Base Certificate EXHIBIT C – Form of Security Agreement EXHIBIT D – Form of Subsidiary Guarantee EXHIBIT E – Form of Assignment and Assumption EXHIBIT F – Intentionally omitted EXHIBIT G – Form of Compliance Certificate EXHIBIT H – Intentionally omitted EXHIBIT I – Form of Borrowing Request EXHIBIT J – Form of Notice of Prepayment, Conversion and Continuation EXHIBIT K – Subordination Terms EXHIBIT L – Intentionally omitted EXHIBIT M — Form of Intercreditor Agreement EXHIBIT N — Form of Declining Bank Notice EXHIBIT O — Form of Approving Bank Notice SCHEDULE A – Revolving Loan Line Portions SCHEDULE I – Indebtedness SCHEDULE II – Investments SCHEDULE III – Subsidiaries SCHEDULE IV — Limitations on Dividend Clause and Negative Pledge Clauses SCHEDULE V - Credit Insurance FORM OF PROMISSORY NOTE $[Principal Amount] [Date] New York, New York FOR VALUE RECEIVED, EMPIRE RESOURCES, INC., a Delaware corporation (the “Company”), hereby promises to pay to [Insert name of the Bank] (the “Bank”), for account of its respective Applicable Lending Offices provided for by the Credit Agreement referred to below, the principal sum of $[Principal Amount] (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Bank to the Company under the Credit Agreement), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate and duration of Interest Period (if applicable) of each Loan made by the Bank to the Company, and each payment made on account of the principal thereof, shall be recorded by the Bank on its books, provided that the failure of the Bank to make any such recordation shall not affect the obligations of the Company to make a payment when due of any amount owing under the Credit Agreement or hereunder in respect of the Loans made b...
SOCIÉTÉ GÉNÉRALE S. A., as a Bank By: /s/ Bxxxxxx Xxxxxxx Name: Bxxxxxx Xxxxxxx Title: Managing Director By: Name: Title: 200 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Facsimile No.: Telephone No.: Email: BXXXX BROTHERS HXXXXXXX & CO., as a Bank By: /s/ Pxxx Xxxxxxx Name: Pxxx Xxxxxxx Title: Managing Director By: Name: Title: 100 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Facsimile No.: Telephone No.: Email: RB INTERNATIONAL FINANCE (USA) LLC, as a Bank By: /s/ Axxxxx Xxxxx Name: Axxxxx Xxxxx Title: Group Vice President By: /s/ Kxxxxx Xxxxx-Xxxxxx Name: Kxxxxx Xxxxx-Xxxxxx Title: Vice President 1133 Avenue of the Axxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Facsimile No.: Telephone No.: Email: ABN AMRO CAPITAL USA LLC, as a Bank By: /s/ Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Vice President By: /s/ Uxxxxxx Xxxxxx Name: Uxxxxxx Xxxxxx Title: Managing Director 100 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Facsimile No.: Telephone No.: Email: EXHIBIT A – Form of Note EXHIBIT B – Form of Borrowing Base Certificate EXHIBIT C – Form of Security Agreement EXHIBIT D – Form of Subsidiary Guarantee EXHIBIT E – Form of Assignment and Assumption EXHIBIT F – Form of Increase and New Bank Agreement EXHIBIT G – Form of Compliance Certificate EXHIBIT H – Intentionally omitted EXHIBIT I – Form of Borrowing Request EXHIBIT J – Form of Notice of Prepayment, Conversion and Continuation EXHIBIT K – Subordination Terms EXHIBIT L – Intentionally omitted EXHIBIT M — Form of Intercreditor Agreement SCHEDULE A – Commitments SCHEDULE I – Indebtedness SCHEDULE II – Investments SCHEDULE III – Subsidiaries SCHEDULE IV — Limitations on Dividend Clause and Negative Pledge Clauses SCHEDULE V - Credit Insurance $[Principal Amount] [Date] FOR VALUE RECEIVED, EMPIRE RESOURCES, INC., a Delaware corporation (the “Company”), hereby promises to pay to [Insert name of Bank] (the “Bank”), for account of its respective Applicable Lending Offices provided for by the Credit Agreement referred to below, the principal sum of $[Principal Amount] (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Bank to the Company under the Credit Agreement), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Lo...
