Banque Nationale de Paris. ("BNPLC'S PARENT"), as a "PARTICIPANT"; and BANQUE NATIONALE DE PARIS, acting in its capacity as agent for BNPLC and the Participants (in such capacity, "AGENT"), is made and dated as of the Effective Date.
Banque Nationale de Paris. [address of BNP] Re: Pledge Agreement (Phase III - Improvements) dated June 16, 1999 among Network Appliance, Inc., BNP Leasing Corporation, Banque Nationale de Paris and any other financial institutions which are from time to time Participants under such Pledge Agreement (Phase III - Improvements) and Banque Nationale de Paris, acting in its capacity as agent for BNPLC and the Participants Gentlemen: Capitalized terms used in this letter are intended to have the meanings assigned to them in the Pledge Agreement (Phase III - Improvements) referenced above (the "PLEDGE AGREEMENT"). This letter constitutes notice to you, as Agent under the Pledge Agreement, that pursuant to Section 6.4 of the Pledge Agreement, NAI requires you to withdraw from the following Account maintained by the following Deposit Taker: Deposit Taker Account No. ------------- ----------- ------------- ----------- Cash Collateral in the following amount: ____________________________ Dollars ($__________) and to deposit such Cash Collateral with other Deposit Takers who are not Disqualified Deposit Takers no later than ten days after the date upon which you receive this notice. To assure you that NAI has the right to require such withdrawal, and to induce you to comply with this notice, NAI certifies to you that the Deposit Taker specified above has become a Disqualified Deposit Taker because it no longer satisfies the requirements listed in Section 4.1 of the Pledge Agreement. Specifically, such Deposit Taker no longer satisfies the following requirements: [NAI MUST INSERT HERE A DESCRIPTION OF WHICH REQUIREMENTS THE DEPOSIT TAKER NO LONGER SATISFIES AND HOW NAI HAS DETERMINED THAT THE REQUIREMENTS ARE NO LONGER SATISFIED, 1 49 ALL IN SUFFICIENT DETAIL TO PERMIT THE PARTICIPANT FOR WHOM SUCH DEPOSIT TAKER HAS BEEN MAINTAINING AN ACCOUNT TO RESPOND IF IT BELIEVES THAT NAI IS IN ERROR.] Please remember that the express terms of Certificates of Deposit issued pursuant to the Pledge Agreement require presentment of the Certificates of Deposit seven days before Cash Collateral is to be withdrawn from the Accounts they evidence. Accordingly, you must present Certificates of Deposit to the Deposit Taker specified above seven days prior to the withdrawal of Cash Collateral required by this notice. For your convenience, we have attached a letter as Annex 1 to this notice that you might execute and send to such Deposit Taker to advise it of your intent to withdraw and of your presentment of Certifi...
Banque Nationale de Paris. [address of BNP] Re: Pledge Agreement (Phase III - Land) dated [EFFECTIVE DATE] among Network Appliance, Inc., BNP Leasing Corporation, Banque Nationale de Paris and any other financial institutions which are from time to time Participants under such Pledge Agreement (Phase III - Land) and Banque Nationale de Paris, acting in its capacity as agent for BNPLC and the Participants Gentlemen: Capitalized terms used in this letter are intended to have the meanings assigned to them in the Pledge Agreement (Phase III - Land) referenced above (the "PLEDGE AGREEMENT"). This letter constitutes notice to you, as Agent under the Pledge Agreement, that pursuant to Section 6.1 of the Pledge Agreement, NAI requires you to withdraw from the Accounts and return to NAI the following amount: ____________________________ Dollars ($__________) on the following date: __________, ____ To assure you that NAI has satisfied the conditions to its right to require such withdrawal, and to induce you to comply with this notice, NAI certifies to you that:
Examples of Banque Nationale de Paris in a sentence
Banque Nationale de Paris and any of its Affiliates may accept deposits from, lend money to, act as Trustee under indentures of, and generally engage in any kind of business with NAI or its Affiliates, all as if Banque Nationale de Paris were not designated as the Agent hereunder and without any duty to account therefor to any other Participant.
In its capacity as a Participant, Banque Nationale de Paris shall have the same rights and obligations as any Participant and may exercise such rights as though it were not Agent.
In its capacity as a Deposit Taker, Banque Nationale de Paris shall have the same rights and obligations as any Deposit Taker and may exercise such rights as though it were not Agent.
Very truly yours, Xxxxxxxx & Xxxxxxxx LLP SCHEDULE I LENDERS The Chase Manhattan Bank Bankers Trust Company Bayerische Hypotheken-und Wechsel-Bank Aktiengesellschaft, New York Branch Banque Nationale de Paris Credit Lyonnais New York Branch NationsBank of Texas, N.A. Societe Generale The Bank of New York Company, Inc.
BNPLC shall attempt in good faith to assist (and cause its Affiliate, Banque Nationale de Paris, to attempt in good faith to assist) 3COM in identifying a new Participant that 3COM may propose to substitute for an existing Participant pursuant to this Paragraph, as 3COM may reasonably request from time to time.
More Definitions of Banque Nationale de Paris
Banque Nationale de Paris as administrative agent (the "Administrative Agent") for the Lender Parties, Swing Line Bank, Initial Issuing Bank, and Arranger, NationsBank, N.A. as syndication agent (the "Syndication Agent"), and Credit Suisse First Boston, as documentation agent (the "Documentation Agent" and, together with the Syndication Agent and the Administrative Agent, the "Agents") for the Lender Parties. Unless otherwise defined herein, capitalized terms defined in the Credit Agreement are used herein as therein defined. I further certify that I am familiar with the properties, businesses and assets of the Borrower and have carefully reviewed the Loan Documents, the Related Documents and the contents of this Solvency Certificate and, in connection herewith, have made such investigation and inquiries as I deem necessary and prudent therefor. I further certify, as the Senior Vice President and Chief Financial Officer of the Borrower, that the financial information and assumptions which underlie and form the basis for the representations made in this Solvency Certificate were reasonable when made and were made in good faith and continue to be reasonable as of the date hereof. To secure, among other things, the payment of the Borrower's Obligations under the Loan Documents, the Borrower has granted a security interest in certain Collateral, now owned or hereafter acquired by it, pursuant to the Collateral Documents. The Borrower understands that the Agents and the Lender Parties are relying on the truth and accuracy of this Solvency Certificate in connection with the transactions contemplated by the Loan Documents. I do hereby further certify, as the Senior Vice President and Chief Financial Officer of the Borrower, that:
Banque Nationale de Paris. Credit Agricole Indosuez", "Deutsche Bank AG", "5% Cumulative Preferred Stock, Series A Certificate of Designation", "5% Preferred Stock", "Purchaser", "Purchasers", "Purchase Agreement", "Qualified Holder"and "Westdeutsche Landesbank Girozentrale" as Defined Terms of Rights Agreement. The terms "Banque Nationale de Paris", "Credit Agricole Indosuez", "Deutsche Bank AG", "5% Cumulative Preferred Stock, Series A Certificate of Designation", "5% Preferred Stock", "Purchaser", "Purchasers", "Purchase Agreement", "Qualified Holder" and "Westdeutsche Landesbank Girozentrale" and the respective definitions or explanations of such terms as are set forth in the preamble to this Amendment are hereby incorporated in the Rights Agreement under the heading "Certain Definitions" in Section 1 thereof.
Banque Nationale de Paris. Credit Agricole Indosuez", "Deutsche Bank AG", "5% Cumulative Preferred Stock, Series A Certificate of Designation", "5% Preferred Stock", "Purchaser", "Purchasers", "Purchase Agreement", "Qualified Holder" and "Westdeutsche Landesbank Girozentrale" and the respective definitions or explanations of such terms as are set forth in the preamble to this Amendment are hereby incorporated in the Rights Agreement under the heading "Certain Definitions" in Section 1 thereof.
Banque Nationale de Paris. [address of BNP] Re: Pledge Agreement (Phase III - Land) (the "PLEDGE AGREEMENT") dated [EFFECTIVE DATE] among Network Appliance, Inc., BNP Leasing Corporation, Banque Nationale de Paris and any other financial institutions which are from time to time Participants under such Pledge Agreement and Banque Nationale de Paris, acting in its capacity as agent for BNPLC and the Participants Gentlemen: Capitalized terms used in this letter are intended to have the meanings assigned to them in the Pledge Agreement referenced above. This letter constitutes notice to you, as Agent under the Pledge Agreement, that pursuant to Section 3.1 of the Pledge Agreement, NAI elects to change the Collateral Percentage to: __________ percent (___%), on the following Base Rent Date: _________, ____ NAI expects that multiplying the new Collateral Percentage specified above against Stipulated Loss Value of: ____________________________ Dollars ($__________), will result in an expected new Minimum Collateral Value of: ____________________________ Dollars ($__________).
Banque Nationale de Paris. [address of BNP] Re: Pledge Agreement dated January 6, 1997, between Informix Corporation, BNP Leasing Corporation, Banque Nationale de Paris and any other financial institutions that have become Participants as described therein Gentlemen: Capitalized terms used in this letter are intended to have the meanings assigned to them in the Pledge Agreement referenced above. This letter constitutes notice to you, as Agent under the Pledge Agreement, that pursuant to Section 0 of the Pledge Agreement, Informix requires you to withdraw from the Accounts and pay to BNPLC for application against the Release Price required by Lease the following amount: ____________________________ Dollars ($__________) on the following date: __________, ____ To assure you that Informix has satisfied the conditions to its right to require such withdrawal, and to induce you to comply with this notice, Informix certifies to you that:
Banque Nationale de Paris. ("BNP"), as administrative agent (the "Administrative Agent"), as the initial issuing bank (the "Initial Issuing Bank"), as the swing line bank (the "Swing Line Bank"), and as advisor and arranger (the "Arranger"), NationsBank, N.A. ("NationsBank"), as syndication agent (the "Syndication Agent"), and Credit Suisse First Boston ("CSFB"), as documentation agent (the "Documentation Agent", and, together with the Administrative Agent, the Syndication Agent and any successors appointed pursuant to Article VIII hereof, the "Agents") for the Lender Parties (as hereinafter defined).
Banque Nationale de Paris as administrative agent (the "Administrative Agent"), Nationsbank, N.A. as syndication agent (the "Syndication Agent"), and Credit Suisse First Boston as documentation agent (the "Documentation Agent"). Unless defined herein, all defined terms are as defined in the Credit Agreement. Pursuant to the Merger Agreement between MQ Acquisition (a Delaware limited partnership organized by BRS) and the Company, MQ Acquisition will acquire in a recapitalization transaction (the "Recapitalization") all of the common stock (other than the Rolled Shares) of the Company from the existing common and preferred shareholders of the Company. Also pursuant to the Merger Agreement, MQ Acquisition and the Company will consummate a merger (the "Merger") in which the Company will be the surviving corporation ("MEDIQ") and the Investors will, together with the holders of the Rolled Shares, in the aggregate, own all the shares of common stock and a majority of the shares of the Series A, B and C Preferred Stock of MEDIQ. The Borrower has entered into an Asset Purchase Agreement dated as of April 24, 1998 with CH Industries, Inc., certain direct and indirect Subsidiaries of CHI and certain other parties, pursuant to which the Borrower agreed to purchase certain assets from the CHI Sellers (the "CH Acquisition"). The Recapitalization, the Merger and the CH Acquisition will be financed by: (a) $109.5 million of gross proceeds from the issuance of common and preferred stock by MQ Acquisition to the Investors; (b) $75.0 million of gross proceeds from the issuance by MEDIQ of the Discount Debentures; (c) $190.0 million of gross proceeds from the issuance by the Borrower of the Senior Subordinated Notes; (d) $201.0 million in Borrowings under the Credit Agreement; and (e) existing cash of the Borrower of $4.0 million. Proceeds from the above sources will be used to: (a) pay the net cash portion of the merger consideration of $352.0 million; (b) refinance existing debt of the Borrower of approximately $138.9 million; (c) pay the purchase consideration of the CH Acquisition of approximately $50.0 million; and (d) pay transaction fees and expenses of approximately $38.6 million. The Credit Agreement consists of: (a) a $200.0 million Term Facility which will be comprised of a $150.0 million Advance on the date of the Initial Extension of Credit and a second Advance not to exceed $50.0 million prior to July 30, 1998 in connection with the CH Acquisition; (b) a $50.0 million Revolving Credit F...