US Borrowers. WILLBROS UNITED STATES HOLDINGS, INC., a Delaware corporation XXXXX, LLC, a Vermont limited liability company XXXXXXX CONSTRUCTION CO., L.P., a Texas limited partnership XXXXXXX CONSTRUCTION MANAGEMENT CO., INC., a Texas corporation CONSTRUCTION TANK SERVICES, LLC, a Delaware limited liability company WILLBROS UTILITY T&D OF MASSACHUSETTS, LLC, a New York limited liability company WILLBROS UTILITY T&D OF NEW YORK, LLC, a New York limited liability company LINEAL INDUSTRIES, INC., a Pennsylvania corporation WILLBROS WEST COAST SERVICES, INC., an Oklahoma corporation TRAFFORD CORPORATION, a Pennsylvania corporation WILLBROS CONSTRUCTION (U.S.), LLC, a Delaware limited liability company WILLBROS DOWNSTREAM, LLC, an Oklahoma limited liability company WILLBROS ENGINEERING CALIFORNIA (U.S.), INC., a Delaware Corporation WILLBROS ENGINEERS (U.S.), LLC, a Delaware limited liability corporation WILLBROS GOVERNMENT SERVICES (U.S.), LLC, a Delaware limited liability company WILLBROS PROJECT SERVICES (U.S.), LLC, a Delaware limited liability company WILLBROS T&D SERVICES, LLC, a Delaware limited liability company By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Treasurer of each of the above listed entities FOURTH AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT WILLBROS UNITED STATES HOLDINGS, INC., ET AL. CANADIAN BORROWER: WILLBROS CONSTRUCTION SERVICES (CANADA), L.P., an Alberta limited partnership, by its General Partner, WILLBROS (CANADA) GP I LIMITED By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Treasurer
US Borrowers. If a Lender has a Loan or Revolver Commitment with respect to a US Borrower that is a US Person, such Lender, if it is a US Person, shall deliver to Agent and the Administrative Borrower (on or prior to the date on which such Lender becomes a Lender under this Agreement, and from time to time thereafter upon the reasonable request of Agent or Administrative Borrower) executed copies of IRS Form W-9 or such other documentation or information prescribed by Applicable Law or reasonably requested by Agent or Administrative Borrower to determine whether such Lender is subject to information reporting requirements and to establish that such Lender is not subject to backup withholding. If any Foreign Lender with a Loan or Revolver Commitment with respect to a US Borrower is entitled to any exemption from or reduction of US withholding tax for payments with respect to the US Obligations, it shall, to the extent it is legally permitted to do so, deliver to Agent and Administrative Borrower, on or prior to the date on which it becomes a Lender or US Fronting Bank hereunder (and from time to time thereafter upon request by Agent or Administrative Borrower, but only if such Foreign Lender is legally entitled to do so) two executed copies of, (a) IRS Form W-8BEN or W-8BEN-E claiming eligibility for benefits of an income tax treaty to which the United States is a party; (b) IRS Form W-8ECI; (c) IRS Form W-8IMY and all required supporting documentation (including, a certificate in the form of Exhibit I-2 (a “Non-Bank Certificate”) applicable to a partnership, if applicable); (d) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 871(h) or section 881(c) of the Code, IRS Form W-8BEN or W-8BEN-E and a Non-Bank Certificate in the form of Exhibit I-1 or Exhibit I-2, as applicable; and/or (e) any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in US withholding tax, together with such supplementary documentation as may be necessary to allow Agent and US Borrowers to determine the withholding or deduction required to be made.
US Borrowers. (a) the Initial U.S. Borrowers and (b) each other Domestic Subsidiary that, after the date hereof, has executed a supplement or joinder to this Agreement in accordance with Section 10.1.9(b) and has satisfied the other requirements set forth in Section 10.1.9(b) in order to become a U.S. Borrower.
US Borrowers. Each US Borrower hereby grants Bank, to secure the prompt payment and performance in full of all of the Obligations of Borrowers, a continuing security interest in, and pledges to Bank, the US Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Notwithstanding the foregoing, at all times, the Collateral shall include all proceeds of all Intellectual Property of each US Borrower (whether acquired upon the sale, lease, license, exchange or other disposition of such Intellectual Property) and all other rights arising out of such Intellectual Property.
US Borrowers. If a Borrower is a U.S. Person, any Lender that is a U.S. Person shall deliver to Agent and North American Loan Party Agent IRS Form W-9 or such other documentation or information prescribed by Applicable Law or reasonably requested by Agent or North American Loan Party Agent to determine whether such Lender is subject to information reporting requirements and to establish that such Lender is not subject to backup withholding. If any Foreign Lender is entitled to any exemption from or reduction of U.S. withholding tax for payments with respect to the U.S. Facility Obligations, it shall deliver to Agent and North American Loan Party Agent, on or prior to the date on which it becomes a U.S. Lender or U.S. Fronting Bank hereunder (and from time to time thereafter upon request by Agent or North American Loan Party Agent, but only if such Foreign Lender is legally entitled to do so) two original executed copies of, (a) IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party; (b) IRS Form W-8ECI; (c) IRS Form W-8IMY and all required supporting documentation (including, a certificate in the form of Exhibit J-2 (a “Non-Bank Certificate”) applicable to a partnership, if applicable); (d) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 871(h) or section 881(c) of the Code, IRS Form W-8BEN and a Non-Bank Certificate in the form of Exhibit J-1 or Exhibit J-2, as applicable; and/or (e) any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. withholding tax, together with such supplementary documentation as may be necessary to allow Agent and U.S. Borrowers to determine the withholding or deduction required to be made.
US Borrowers. Each US Borrower has received consideration that is the reasonable equivalent value of the obligations and liabilities that such Borrower has incurred to Agent and the Lenders. No US Borrower is insolvent as defined in any applicable state, federal or relevant foreign statute, nor will such US Borrower be rendered insolvent by the execution and delivery of the Loan Documents to Agent and the Lenders. No US Borrower is engaged or about to engage in any business or transaction for which the assets retained by it are or will be an unreasonably small amount of capital, taking into consideration the obligations to Agent and the Lenders incurred hereunder. No US Borrower intends to, nor does it believe that it will, incur debts beyond its ability to pay such debts as they mature.
US Borrowers. If a Borrower is a U.S. Person, (a) any Recipient that is a U.S. Person shall deliver to the Agent and North American Loan Party Agent IRS Form W-9 or such other documentation or information prescribed by Applicable Law or reasonably requested by the Agent or North American Loan Party Agent to determine whether such Recipient is subject to information reporting requirements and to establish that such Recipient is not subject to backup withholding and (b) any Recipient that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Agent and the North American Loan Party Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) on or before the date it becomes a party hereunder (or, in the case of any Participant, on or before the date such Participant purchases the related participation), whichever of the following is applicable:
US Borrowers. (a) Each Borrower will ensure that the proceeds of any loan made to a U.S. Borrower and the proceeds of any drawing made by a U.S. Borrower shall be invested by way of intercompany loan or equity subscription in one or more other members of the Group within five Business Days of receipt of such proceeds or, as the case may be, the relevant Utilisation Date.
US Borrowers. CLAIRE’S STORES, INC. CLAIRE’S PUERTO RICO CORP. CBI DISTRIBUTING CORP. CLAIRE’S BOUTIQUES, INC. CLAIRE’S CANADA CORP. BMS DISTRIBUTING CORP. CLSIP HOLDINGS LLC CLSIP LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President, General Counsel and Secretary CSI CANADA LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Secretary HOLDINGS: CLAIRE’S HOLDINGS LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Vice President, General Counsel and Secretary U.K. BORROWERS: CLAIRE’S (GIBRALTAR) HOLDINGS LIMITED By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director CLAIRE’S EUROPEAN SERVICES LIMITED By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director CLAIRE’S ACCESSORIES UK LIMITED By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director CLAIRE’S EUROPEAN DISTRIBUTION LIMITED By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director LENDERS CITIBANK, N.A., as Administrative Agent, Collateral Agent, Issuing Bank, Swingline Lender and Lender By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President CITIZENS BANK, N.A., as a Lender By: /s/ Madison Xxxxx Name: Madison Xxxxx Title: Assistant Vice President CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender By: /s/ Xxxxxxx X’Xxxx Name: Xxxxxxx X’Xxxx Title: Authorized Signatory By: /s/ Lingz Xxxxx Name: Lingz Xxxxx Title: Authorized Signatory Exhibit A Amended and Restated Credit Agreement Exhibit B
US Borrowers. 1, 33 US Borrowing Base................................................................................................33 US Credit Party..................................................................................................34
