Bank The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.
The Bank SECTION 1.01. The Bank hereby resigns from its Capacities under the Agreements.
The Lender the Borrower and Lender have formally executed a equity pledge contract (the “Share Pledge Agreement”), by virtue of which the Borrower agrees to pledge all its equity in the Borrower’s Company to the Lender.
COBANK ACB, as Administrative Agent, Collateral Agent, Issuing Bank, and a Lender By: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] FIFTH THIRD BANK, as a Lender By: /s/ Xxxx Xxxxxxx Xxxx Xxxxxxx Managing Director [Signatures Continued from Previous Page] BRANCH BANKING AND TRUST COMPANY, as a Lender By: /s/ Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxxx Banking Officer [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] XXXXXXX BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx Xxxxx Xxxx Xxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] MUFG UNION BANK, N.A., as a Lender By: /s/ Xxxxxxx Xxxx Xxxxxxx Xxxx Director [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] XXXXX BROTHERS XXXXXXXX & CO., as a Lender By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Senior Vice President [Signatures Continued from Previous Page] FARM CREDIT BANK OF TEXAS, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] AGFIRST FARM CREDIT BANK, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] GREENSTONE FARM CREDIT SERVICES, FLCA/ ACA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxx Xxxxxx Xxxx Xxxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] AGSTAR FINANCIAL SERVICES, FLCA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxx Xxxxxx Xxx Xxxxxx Mgr. Agency Desk and Team Leader [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] 1ST FARM CREDIT SERVICES, FLCA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxx X. Xxxxxxxxxx Xxxx X. Xxxxxxxxxx Vice President, Capital Markets Group [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] UNITED FCS, FLCA, D/B/A FCS COMMERCIAL FINANCE GROUP, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] FRONTIER FARM CREDIT, ACA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Vice President [Signatures Continued from Previous Page] NORTHWEST FARM CREDIT SERVICES, FLCA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxxx Xxxxxxx Xxxxx Xxxxxxx Xx. Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] FARM CREDIT WEST, FLCA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Ben Xxxxxxx Xxx Xxxxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] FARM CREDIT MID-AMERICA, FLCA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] AMERICAN AGCREDIT, FLCA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] FARM CREDIT EAST, ACA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxx Xxxxx Xxxx Xxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] FARM CREDIT SERVICES OF AMERICA, FLCA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxx Xxxxx Xxx Xxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] MIDATLANTIC FARM CREDIT, FLCA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] AGCHOICE FARM CREDIT, FLCA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Vice President [Signatures Continue on Next Page.] [Signatures Continued from Previous Page] BADGERLAND FINANCIAL, FLCA, as a Voting Participant pursuant to Section 9.07(D) of the Credit Agreement By: /s/ Xxxxxxx X. Xxx Xxxxxxx X. Xxx
AGENT AND LENDERS KEYBANK NATIONAL ASSOCIATION, individually as a Lender and as Agent By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Vice President BBVA USA, an Alabama banking corporation f/k/a Compass Bank, individually as a Lender and as a Co-Syndication Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Duly Authorized Signatory SUNTRUST BANK, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director BMO XXXXXX BANK, N.A. By:/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director FIFTH THIRD BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director II [Signatures Continued On Next Page] XXXXXXX XXXXXXX BANK, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President Signature Page to Fourth Amended and Restated Credit Agreement SYNOVUS BANK By:/s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director CADENCE BANK, N.A. By:/s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President TEXAS CAPITAL BANK, N.A. By:/s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. SILICON VALLEY BRANCH By:/s/ Szu Xxx Xxxxx Name: Szu Xxx Xxxxx Title: VP & General Manager VALLEY NATIONAL BANK, a national banking association By:/s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: VP [Signatures Continued On Next Page] WOODFOREST NATIONAL BANK, a national banking association By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President - Corporate Banking Signature Page to Fourth Amended and Restated Credit Agreement FIRST TENNESSEE BANK NATIONAL ASSOCIATION By:/s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President EASTERN BANK By:/s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President RENASANT BANK By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President PROVIDENCE BANK, dba PREMIER BANK TEXAS By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: EVP UNITED COMMUNITY BANK By:/s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President AMERICAN MOMENTUM BANK By:/s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Sr. Vice President EXHIBIT A FORM OF AMENDED AND RESTATED REVOLVING CREDIT NOTE $______________ _____________, 20__ FOR VALUE RECEIVED, the undersigned (“Maker”), hereby promises to pay to ________________ __________________ (“Payee”), or order, in accordance with the terms of that certain Fourth Amended and Restated Credit Agreement, dated as of August 7, 2019, as from time to time in effect, by and among Maker, KeyBank National Association, for itself and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Revolving Credit Maturity Date, the principal sum of _________________ ($__________), or such amount as may be advanced by the Payee under the Credit Agreement as a Revolving Credit Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by Applicable Law, on overdue installments of interest and late charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Payments hereunder shall be made to the Agent for the Payee at 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, or at such other address as Agent may designate from time to time. This Amended and Restated Revolving Credit Note (this “Note”) is one of one or more Revolving Credit Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Revolving Credit Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. Notwithstanding anything in this Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under Applicable Law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under Applicable Law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by Applicable Law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by Applicable Law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent. In case an Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. This Note shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the laws of the State of New York. The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. This Note, together with other Amended and Restated Revolving Credit Notes as of even date herewith, is delivered in amendment and restatement of the “Revolving Credit Notes” as such term is defined in the Existing Credit Agreement. This Note is not intended to, nor shall it be construed to, constitute a novation of the indebtedness due under the Credit Agreement or the obligations evidenced thereby.
Secured Party In performing its obligations under this Agreement, the Secured Party is subject to, and entitled to the benefits of, the terms of the Indenture that apply to the Indenture Trustee.
Banks The Agent may treat each Bank as a Bank, entitled to payments under this Agreement and as acting through its Facility Office(s) until it has received notice from the Bank to the contrary by not less than five Business Days prior to the relevant payment.
Administrative Agent’s and Lender’s Rights In the case of any event specified in Section 4.4.1 [Unascertainable] above, the Administrative Agent shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in Section 4.4.2 [Illegality; Increased Costs; Deposits Not Available] above, such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrower. Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of (A) the Lenders, in the case of such notice given by the Administrative Agent, or (B) such Lender, in the case of such notice given by such Lender, to allow the Borrower to select, convert to or renew a LIBOR Rate Option shall be suspended until the Administrative Agent shall have later notified the Borrower, or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative Agent makes a determination under Section 4.4.1 [Unascertainable] and the Borrower has previously notified the Administrative Agent of its selection of, conversion to or renewal of a LIBOR Rate Option and such Interest Rate Option has not yet gone into effect, such notification shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such Loans. If any Lender notifies the Administrative Agent of a determination under Section 4.4.2 [
Wachovia Wachovia Mortgage Corporation, a North Carolina corporation, and its successors and assigns.
Depository Bank With respect to any Deposit Accounts, (i) maintain the Deposit Accounts at the banks (a “Depository Bank”) described on Annex B-1 or such additional depository banks as described in the notices given pursuant to clause (iv) of this Section 6(q) as have complied with item (iv) hereof, (ii) upon request of the Secured Party, deliver to each depository bank a letter in the form of Annex C hereto with respect to Secured Party’s Rights in such Deposit Account (or on such other reasonable form as may be provided by the Depository Bank) and use commercially reasonable efforts to obtain the execution of such letter by each Depository Bank that the pledge of such Deposit Account has been recorded in the books and records of such bank and that Secured Party shall have dominion and control over such Deposit Account; (iii) upon request of the Secured Party, deliver to Secured Party all certificates or instruments, if any, now or hereafter representing or evidencing the Deposit Accounts, accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Secured Party; and (iv) notify Secured Party upon establishing any additional Deposit Accounts and, at the request of Secured Party, use commercially reasonable efforts to obtain from such depository bank an executed letter substantially in the form of Annex C (or on such other reasonable form as may be provided by the Depository Bank) and deliver the same to Secured Party. Secured Party agrees not to exercise control over such Deposit Account unless an Event of Default shall have occurred and be continuing.
