Acknowledgement and Consent to Bail. In of EEA Financial Institutions 164166 SCHEDULES Schedule 1 Lenders and Commitments Schedule 1.01(a) Agreed Security Principles Schedule 1.01(b) Existing Letters of Credit Schedule 1.01(c) Mortgaged Real Property Schedule 1.01(d) Restricted Subsidiaries and Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.11 Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule 6.15 Post-Closing Obligations Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS Exhibit A-1 Form of Revolving Facility Note Exhibit A-2 Form of U.S. Term Note Exhibit A-3 Form of EMEA Term Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Continuation or Conversion Exhibit B-3 Form of LC Request Exhibit C [Intentionally Omitted] Exhibit D Form of Solvency Certificate -ix- Exhibit E Form of Compliance Certificate Exhibit F [Intentionally Omitted] Exhibit G Form of Assignment Agreement Exhibit H [Intentionally Omitted] Exhibit I Form of Intercompany Subordination Agreement Exhibit J-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) -x- This CREDIT AGREEMENT is entered into as of May 31, 2018 among the following: (i) GTT Communications, Inc., a Delaware corporation (the “U.S. Borrower”); (ii) GTT Communications B.V., a company organized under the laws of the Netherlands and a wholly-owned subsidiary of the U.S. Borrower (the “EMEA Borrower” and, together with the U.S. Borrower, each, a “Borrower” and collectively, the “Borrowers”); (iii) the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”); and (iv) KeyBank National Association, as the administrative agent (the “Administrative Agent”), and as an LC Issuer (as hereinafter defined).
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Acknowledgement and Consent to Bail. In of EEA Affected Financial Institutions 164166 140 Section 12.20 Acknowledgement Regarding Any Supported QFCs 140 ANNEXES, EXHIBITS AND SCHEDULES Schedule 1 Lenders and Annex I List of Maximum Credit Amounts Annex II List of Initial Term Loan Commitments Schedule 1.01(a) Agreed Security Principles Schedule 1.01(b) Existing Letters of Credit Schedule 1.01(c) Mortgaged Real Property Schedule 1.01(d) Restricted Subsidiaries and Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.11 Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule 6.15 Post-Closing Obligations Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS Exhibit A-1 Form of Note (Revolving Facility Note Loans) Exhibit A-2 Form of U.S. Note (Term Note Exhibit A-3 Form of EMEA Term Note Loans) Exhibit B-1 Form of Notice of Borrowing Request Exhibit B-2 Form of Swingline Loan Notice of Continuation or Conversion iv Exhibit B-3 C Form of LC Interest Election Request Exhibit C [Intentionally Omitted] Exhibit D Form of Solvency Certificate -ix- Exhibit E Form of Compliance Certificate Exhibit E Security Instruments Exhibit F [Intentionally Omitted] Form of Guaranty Agreement Exhibit G Form of Assignment Agreement and Assumption Exhibit H [Intentionally Omitted] Form of Lender Certificate Exhibit I Form of Intercompany Subordination Agreement Solvency Certificate Exhibit J-1 J Form of U.S. Tax Compliance Consolidated Cash Balance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) -x- This Schedule 7.05 Litigation Schedule 7.14 Subsidiaries Schedule 7.18 Gas Imbalances; Take or Pay; Other Prepayments Schedule 7.19 Marketing Agreements Schedule 7.20 Swap Agreements Schedule 7.25 Accounts Schedule 9.05 Investments v THIS CREDIT AGREEMENT is entered into dated as of May 31November 21, 2018 2019, is among Earthstone Energy Holdings, LLC, a limited liability company duly formed and existing under the following: laws of the state of Delaware (i) GTT Communicationsthe “Borrower”); Earthstone Energy, Inc., a Delaware corporation (the “U.S. BorrowerParent”); (ii) GTT Communications B.V., a company organized under the laws each of the Netherlands and a wholly-owned subsidiary of the U.S. Borrower (the “EMEA Borrower” and, together with the U.S. Borrower, each, a “Borrower” and collectively, the “Borrowers”); (iii) the lenders Lenders from time to time party hereto hereto; ▇▇▇▇▇ Fargo Bank, National Association (eachin its individual capacity, a “Lender” and collectively, the “Lenders▇▇▇▇▇ Fargo”); and (iv) KeyBank National Association, as the administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”), ) and as an LC Issuer Issuing Bank; Royal Bank of Canada, as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agent”); and Truist Bank, Citizens Bank, N.A., KeyBank National Association, U.S. Bank National Association, Fifth Third Bank, PNC Bank, National Association, Bank of America, N.A. and Mizuho Bank, Ltd., as hereinafter defineddocumentation agents for the Lenders (each, in such capacity, together with its successors in such capacity, a “Documentation Agent”).
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Acknowledgement and Consent to Bail. In of EEA Affected Financial Institutions 164166 SCHEDULES 100 Section 8.18 Acknowledgment Regarding Any Supported QFCs 100 Section 8.19 Effectiveness of Amendment and Restatement; Affirmation of Obligation; Release of Collateral 101 Section 8.20 Interest Rate Limitation 101 Schedules Commitment Schedule 1 Lenders and Commitments Schedule 1.01(a) Agreed Security Principles – Certain Addresses for Notices Schedule 1.01(b2.16(h) – Existing Letters Letter of Credit Schedule 1.01(cAppendix I – UCC Termination Statement(s) Mortgaged Real Property Schedule 1.01(d) Restricted Subsidiaries and Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.11 Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule 6.15 Post-Closing Obligations Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS Exhibits Exhibit A-1 A – Form of Revolving Facility Note Exhibit A-2 Form of U.S. Term Note Exhibit A-3 Form of EMEA Term Credit Note Exhibit B-1 – Form of Notice of Revolving Credit Borrowing Exhibit B-2 – Form of Notice of Continuation or Conversion Swingline Borrowing Exhibit B-3 C – Form of LC Request Exhibit C [Intentionally Omitted] Assignment and Assumption Exhibit D – Form of Opinion of Counsel for the Borrowers Exhibit E – Form of Financial Covenants Compliance Certificate Exhibit F – List of Closing Documents Exhibit G – Administrative Questionnaire Exhibit H – Forms of U.S. Tax Compliance Certificates Exhibit I – Form of Guaranteed Party Designation Notice Exhibit J – Form of Solvency Certificate -ix- Exhibit E Form of Compliance Certificate Exhibit F [Intentionally Omitted] Exhibit G Form of Assignment Agreement Exhibit H [Intentionally Omitted] Exhibit I Form of Intercompany Subordination Agreement Exhibit J-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) -x- This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of May 31, 2018 by and among the following: (i) GTT Communications, Inc.SCHOLASTIC CORPORATION, a Delaware corporation (the “U.S. BorrowerHolding Company”); (ii) GTT Communications B.V., and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇., a company organized under the laws of the Netherlands and a wholly-owned subsidiary of the U.S. Borrower New York corporation (the “EMEA Borrower” andOperating Company”; the Holding Company and the Operating Company are, together with the U.S. Borrower, each, a “Borrower” and collectively, the “Borrowers” and, individually, each a “Borrower”); (iii) the lenders from time to time party hereto (each, a “Lender” and collectively, the banks, financial institutions and other institutional lenders (the “Initial Lenders”); and (iv) KeyBank National Associationlisted on the signature pages hereof, TRUIST BANK, as the documentation agent, ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as syndication agent, FIFTH THIRD BANK, NATIONAL ASSOCIATION, HSBC BANK USA, NATIONAL ASSOCIATION, and CITIBANK, N.A., each as co-agents, and BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent (the “Administrative Agent”), and as an LC Issuer ) for the Lenders (as hereinafter defined).
Appears in 1 contract
Sources: Credit Agreement (Scholastic Corp)
Acknowledgement and Consent to Bail. In of EEA Affected Financial Institutions 164166 SCHEDULES 107 Section 9.21 Acknowledgement Regarding Any Supported QFCs 108 Schedule 1 Lenders I ‑ Commitments and Commitments Applicable Lending Offices Schedule 1.01(aII ‑ Unencumbered Assets Schedule 4.01(b) Agreed Security Principles ‑ Subsidiaries Schedule 1.01(b4.01(f) ‑ Material Litigation Schedule 4.01(m) ‑ Existing Letters of Credit Debt Schedule 1.01(c4.01(n) Mortgaged ‑ Surviving Debt Schedule 4.01(o) ‑ Existing Liens Schedule 4.01(p) ‑ Real Property Part I ‑ Owned Assets Part II ‑ Leased Assets Schedule 1.01(d4.01(q) Restricted Subsidiaries ‑ Environmental Concerns Schedule 4.01(w) ‑ Plans and Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.11 Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule 6.15 Post-Closing Obligations Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS Welfare Plans Exhibit A-1 A ‑ Form of Revolving Facility Note Exhibit A-2 Form of U.S. Term Note Exhibit A-3 Form of EMEA Term Note Exhibit B-1 B ‑ Form of Notice of Borrowing Exhibit B-2 C ‑ Form of Notice of Continuation or Conversion Exhibit B-3 Form of LC Request Exhibit C [Intentionally Omitted] Guaranty Supplement Exhibit D Form of Solvency Certificate -ix- Exhibit E Form of Compliance Certificate Exhibit F [Intentionally Omitted] Exhibit G ‑ Form of Assignment Agreement and Acceptance Exhibit H E ‑ [Intentionally OmittedReserved] Exhibit I F ‑ [Reserved] Exhibit G‑1 ‑ Form of Intercompany Subordination Agreement Exhibit J-1 Form of Section 2.12(g) U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-2 G‑2 Form of Section 2.12(g) U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-3 G‑3 Form of Section 2.12(g) U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-4 G‑4 Form of Section 2.12(g) U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) -x- This CREDIT TERM LOAN AGREEMENT is entered into dated as of May 31September 29, 2018 2016 (this “Agreement”) among the following: (i) GTT Communications, Inc.EASTERLY GOVERNMENT PROPERTIES LP, a Delaware limited partnership (the “Borrower”), EASTERLY GOVERNMENT PROPERTIES, INC., a Maryland corporation (the “U.S. BorrowerParent”); , the entities listed on the signature pages hereof as the subsidiary guarantors from time to time (iitogether with any Additional Guarantors (as hereinafter defined) GTT Communications B.V.acceding hereto pursuant to Section 5.01(j) or 7.05, a company organized under the laws of the Netherlands and a wholly-owned subsidiary of the U.S. Borrower (from time to time, the “EMEA BorrowerSubsidiary Guarantors” and, together with the U.S. Borrower, each, a “Borrower” and collectivelyParent, the “BorrowersGuarantors”); (iii) the lenders from time to time party hereto (each, a “Lender” and collectively, the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the initial lenders (the “Initial Lenders”); and , PNC BANK, NATIONAL ASSOCIATION (iv) KeyBank National Association“PNC”), as the administrative agent (together with any successor administrative agent appointed pursuant to Section 8.06, the “Administrative Agent”), and as an LC Issuer ) for the Lenders (as hereinafter defined), with U.S. BANK NATIONAL ASSOCIATION (“USBNA”) and TRUIST BANK, as syndication agents, and PNC CAPITAL MARKETS LLC (“PNCCM”), USBNA and TRUIST SECURITIES, INC., as joint lead arrangers and joint bookrunners (the “Arrangers”).
Appears in 1 contract
Sources: Term Loan Agreement (Easterly Government Properties, Inc.)
Acknowledgement and Consent to Bail. In of EEA Affected Financial Institutions 164166 SCHEDULES 95> <SECTION 9.19. Acknowledgement Regarding Any Supported QFCs 96> SCHEDULES: Schedule 1 Lenders and EGL — Eligible Ground Leases Schedule ES — Excluded Subsidiaries Schedule 2.01 — Lenders; Commitments Schedule 1.01(a) Agreed Security Principles 3.05 — Unencumbered Properties Schedule 1.01(b) Existing Letters of Credit 3.06 — Disclosed Matters Schedule 1.01(c) Mortgaged Real Property Schedule 1.01(d) Restricted Subsidiaries and Immaterial 3.14 — Subsidiaries Schedule 1.01(e) Subsidiary Guarantors 6.08—<6.01 –> Existing Restrictions<Indebtedness> <Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.11 Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule 6.15 Post-Closing Obligations Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS 6.02 – Existing Liens> EXHIBITS: Exhibit A-1 Form of Revolving Facility Note Exhibit A-2 Form of U.S. Term Note Exhibit A-3 Form of EMEA Term Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Continuation or Conversion Exhibit B-3 Form of LC Request Exhibit C [Intentionally Omitted] Exhibit D Form of Solvency Certificate -ix- Exhibit E Form of Compliance Certificate Exhibit F [Intentionally Omitted] Exhibit G A — Form of Assignment Agreement and Assumption Exhibit H [Intentionally Omitted] Exhibit I B — Form of Intercompany Subordination Agreement Borrowing Request Exhibit J-1 C-1 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For for U.S. Federal Income Tax Purposes) Exhibit J-2 C-2 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-3 — Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For for U.S. Federal Income Tax Purposes) Exhibit J-3 C-4 — Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For for U.S. Federal Income Tax Purposes) Exhibit J-4 D — Form of U.S. Tax Term Note Exhibit E — Form of Compliance Certificate <Exhibit F – Form of Covenant Waiver Period Pledge Agreement> <Exhibit G – Form of Intercreditor Agreement> TERM LOAN AGREEMENT (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposesas amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”) -x- This CREDIT AGREEMENT is entered into dated as of May 31October 22, 2018 2015, among the following: (i) GTT Communications, Inc.XHR LP, a Delaware corporation (the “U.S. Borrower”); (ii) GTT Communications B.V., a company organized under the laws of the Netherlands and a wholly-owned subsidiary of the U.S. Borrower (the “EMEA Borrower” and, together with the U.S. Borrower, each, a “Borrower” and collectivelylimited partnership, the “Borrowers”); (iii) the lenders from time to time LENDERS party hereto (eachhereto, a “Lender” and collectively▇▇▇▇▇ FARGO BANK, the “Lenders”); and (iv) KeyBank National AssociationN.A., as the administrative agent (the “Administrative Agent”), and . The parties hereto agree as an LC Issuer (as hereinafter defined).follows:
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Acknowledgement and Consent to Bail. In of EEA Financial Institutions 164166 SCHEDULES Schedule 1 Lenders and Commitments 124 COMMITMENT SCHEDULE LC COMMITMENT SCHEDULE PRICING SCHEDULE Schedule 1.01(a) Agreed Security Principles Subsidiary Guarantors Schedule 1.01(b) Qualified Parents Schedule 2.16 Existing Letters of Credit Schedule 1.01(c) Mortgaged Real Property 5.01 Additional Monthly Financial Information Schedule 1.01(d) Restricted Subsidiaries and Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.11 Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule 6.15 Post-Closing Obligations Schedule 7.03 Permitted 6.01 Existing Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS Exhibit A-1 Form of Revolving Facility Note Exhibit A-2 Form of U.S. Term Note Exhibit A-3 Form of EMEA Term Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Continuation or Conversion Exhibit B-3 Form of LC Request Exhibit C [Intentionally Omitted] Exhibit D Form of Solvency Certificate -ix- Exhibit E Form of Compliance Certificate Exhibit F [Intentionally Omitted] Exhibit G A - Form of Assignment Exhibit B - [Reserved] Exhibit C-1 - Form of Borrower Security Agreement Exhibit H [Intentionally Omitted] Exhibit I C-2 - Form of Intercompany Subordination Subsidiary Security Agreement Exhibit J-1 D - Form of Borrowing Base Certificate Exhibit E - Form of Subsidiary Guarantee Agreement Exhibit F-1 - Form of Collateral Access Agreement (Processor/Warehouse) Exhibit F-2 - Form of Collateral Access Agreement (Landlord) Exhibit G - Certain Definitions from Regulation S-X (as in effect on the date of this Agreement) Exhibit H - Form of Designation Agreement Exhibit I-1 - Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax PurposesLenders/Non-Partnerships) Exhibit J-2 I-2 - Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax PurposesParticipants/Non-Partnerships) Exhibit J-3 I-3 - Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax PurposesParticipants/Partnerships) Exhibit J-4 I-4 - Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax PurposesLenders/Partnerships) -x- This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is entered into dated as of May 31February 26, 2018 among the following: (i) GTT Communications, Inc., a Delaware corporation (the “U.S. Borrower”); (ii) GTT Communications B.V., a company organized under the laws of the Netherlands and a wholly-owned subsidiary of the U.S. Borrower (the “EMEA Borrower” and, together with the U.S. Borrower, each, a “Borrower” and collectivelyUNITED STATES STEEL CORPORATION, the “Borrowers”); (iii) the lenders from time to time LENDERS party hereto (each, a “Lender” and collectivelyhereto, the “Lenders”); LC ISSUING BANKS party hereto, and (iv) KeyBank National AssociationJPMORGAN CHASE BANK, N.A., as the administrative agent (the “Administrative Agent and Collateral Agent”), and as an LC Issuer (as hereinafter defined).
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Acknowledgement and Consent to Bail. In of EEA Affected Financial Institutions 164166 SCHEDULES Schedule 1 Lenders and Commitments Schedule 1.01(a) Agreed Security Principles Schedule 1.01(b) Existing Letters of Credit Schedule 1.01(c) Mortgaged Real Property Schedule 1.01(d) Restricted Subsidiaries and Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.11 Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule 6.15 Post-Closing Obligations Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS Exhibit A-1 100 Section 11.27 Acknowledgement Regarding Any Supported QFCs 101 A Form of Revolving Facility Note Exhibit A-2 Form of U.S. Term Note Exhibit A-3 Form of EMEA Term Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Continuation or Conversion Exhibit B-3 Form of LC Request Exhibit C [Intentionally Omitted] Exhibit D Form of Solvency Certificate -ix- Exhibit E B Form of Compliance Certificate Exhibit F [Intentionally Omitted] Exhibit G C Form of Assignment and Assumption Agreement Exhibit H [Intentionally Omitted] Exhibit I D Reserved E-1 Form of Intercompany Subordination Agreement Exhibit J-1 Borrowing Notice E-2 Form of Conversion/Continuation Notice E-3 Form of Paydown Notice F-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders Banks That Are Not Partnerships For U.S. Federal Income Tax PurposesPartnerships) Exhibit J-2 F-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax PurposesPartnerships) Exhibit J-3 F-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax PurposesPartnerships) Exhibit J-4 F-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders Banks That Are Partnerships For U.S. Federal Income Tax PurposesPartnerships) -x- This SCHEDULE 1 Pricing Grid SCHEDULE 1.1 Existing Letters of Credit SCHEDULE 2.1 Commitments SCHEDULE 4 Administrative Agent’s Notice and Payment Info SCHEDULE 5.2 Subsidiaries SCHEDULE 5.5 Litigation SCHEDULE 7.9 Existing Liens SCHEDULE 7.18 Restrictions on Distributions SCHEDULE 11.10(i) Voting Participants FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is entered into AGREEMENT, dated as of July 19, 2021, as amended by the First Amendment thereto dated as of May 9, 2023, as amended by the Second Amendment thereto dated as of May 31, 2018 2024 among the following: (i) GTT Communications, Inc.BLACK HILLS CORPORATION, a Delaware South Dakota corporation (the “U.S. Borrower”); (ii) GTT Communications B.V., a company organized under the laws of the Netherlands and a wholly-owned subsidiary of the U.S. Borrower (the “EMEA Borrower” and, together with the U.S. Borrower, each, a “Borrower” and collectively, the “Borrowers”); (iii) the lenders financial institutions from time to time party hereto (each, each a “LenderBank,” and collectivelycollectively the “Banks”), JPMORGAN CHASE BANK, N.A., in its capacity as syndication agent for the Banks (in such capacity, the “LendersSyndication Agent”); , BANK OF AMERICA, N.A. in its capacity as a co-documentation agent for the Banks and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, in its capacity as a co-documentation agent for the Banks (iv) KeyBank National Associationcollectively, in such capacities, the “Co-Documentation Agents”), and U.S. BANK NATIONAL ASSOCIATION, in its capacity as the administrative agent for the Banks hereunder (including its branches and Affiliates, in such capacity, the “Administrative Agent”), and as an LC Issuer (as hereinafter defined).
Appears in 1 contract
Acknowledgement and Consent to Bail. In of EEA Affected Financial Institutions 164166 SCHEDULES Schedule 1 Lenders and Commitments Schedule 1.01(a) Agreed Security Principles Schedule 1.01(b) Existing Letters 167 Section 12.24. Recognition of Credit Schedule 1.01(c) Mortgaged Real Property Schedule 1.01(d) Restricted Subsidiaries and Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.11 Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) the U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, EtcSpecial Resolution Regimes 168 Section 12.25. Schedule 6.15 Post-Closing Obligations Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS ERISA Representations 169 Exhibit A-1 Form of Revolving Facility Term Note Exhibit A-2 Form of U.S. Term Note Exhibit A-3 Form of EMEA Term Revolving Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Conversion/Continuation or Conversion Exhibit B-3 Form of LC Request Letter of Credit Notice Exhibit C [Intentionally Omitted] Exhibit D Form of Solvency Certificate -ix- Exhibit E Form of Compliance Certificate Exhibit F [Intentionally Omitted] Exhibit G D-1 Form of Assignment and Acceptance Exhibit D-2 Form of Affiliate Assignment and Acceptance Exhibit E Form of Solvency Certificate Exhibit F Joinder Agreement Exhibit H [Intentionally Omitted] G Dutch Auction Procedures Exhibit I Form of Intercompany Subordination Agreement Exhibit J-1 H-1 Form of U.S. Tax Compliance Certificate (For for Foreign Lenders That Are Not that are not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-2 H-2 Form of U.S. Tax Compliance Certificate (For for Foreign Participants That Are Not that are not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-3 H-3 Form of U.S. Tax Compliance Certificate (For for Foreign Participants That Are that are Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-4 H-4 Form of U.S. Tax Compliance Certificate (For for Foreign Lenders That Are that are Partnerships For U.S. Federal Income Tax PurposesExhibit I-1 First Lien Intercreditor Agreement Exhibit I-2 Junior Intercreditor Agreement Schedule 1.01(a) -x- This Existing Letters of Credit Schedule 1.01(b) Mortgaged Properties Schedule 1.01(c) Commitments Schedule 3.01(b) Letter of Credit Commitments Schedule 5.03 No Violation Schedule 5.06 Taxes Schedule 5.12 Ownership of Properties Schedule 5.19 Labor Matters Schedule 5.21 Intellectual Property Schedule 6.12 Post-Closing Covenants Schedule 8.02 Indebtedness Schedule 8.03 Liens Schedule 8.05 Investments Schedule 8.07 Transactions with Affiliates THIS CREDIT AGREEMENT is entered into (this “Agreement”), dated as of May 31August 12, 2018 2020, is made by and among EMERALD PERFORMANCE MATERIALS, LLC, a Delaware limited liability company, as borrower (the following: (i) GTT Communications“Borrower”), Inc.EPM Kalama Chemical Holding Corp., a Delaware corporation (“EPM Kalama”) and EPM Polymer Additives Holding Corp., a Delaware corporation (“EPM Polymer”) as the “U.S. Borrower”); (ii) GTT Communications B.V., a company organized under the laws of the Netherlands Holdings Entities” and a wholly-owned subsidiary of the U.S. Borrower (the “EMEA Borrower” and, together with the U.S. Borrower, eacheach individually, a “BorrowerHoldings Entity” and (the Holdings Entities collectively, the “BorrowersHoldings”); , certain Restricted Subsidiaries (iiias hereinafter defined) the lenders from time to time party hereto hereto, as Subsidiary Guarantors (each, a “Lender” and collectivelyas hereinafter defined), the “Lenders”banks and financial institutions listed on the signature pages hereto or that become parties hereto on or after the Closing Date (as hereinafter defined); and (iv) KeyBank National Association, as the administrative agent Lenders (the as hereinafter defined) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“Administrative AgentCredit Suisse”), as administrative agent for the Lenders and as an LC Issuer collateral agent for the Secured Parties (as hereinafter defined).
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Sources: Credit Agreement
Acknowledgement and Consent to Bail. In of EEA Affected Financial Institutions 164166 SCHEDULES Schedule 1 Lenders and Commitments Schedule 1.01(a) Agreed Security Principles Schedule 1.01(b) Existing Letters 137143 Section 11.20. Governing Law; Submission to Jurisdiction; Service of Credit Schedule 1.01(c) Mortgaged Real Property Schedule 1.01(d) Restricted Subsidiaries and Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.11 Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEAProcess 138144 Section 11.21. Treatment of Certain Information, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, EtcConfidentiality 145 Section 11.22. Schedule 6.15 Post-Closing Obligations Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS Acknowledgement Regarding Any Supported QFCs 146 Jury Trial Waiver 1148 iv TABLE OF CONTENTS Page Exhibit A-1 A Form of Revolving Facility Credit Note Exhibit A-2 B Form of U.S. Swing Line Note Exhibit C Form of Term Note Exhibit A-3 Form of EMEA Term Note Exhibit B-1 D Form of Notice of Borrowing Loan Exhibit B-2 E Form of Notice Letter of Continuation or Conversion Exhibit B-3 Form of LC Credit Request Exhibit C [Intentionally Omitted] Exhibit D Form of Solvency Certificate -ix- Exhibit E F Form of Compliance Certificate Exhibit F [Intentionally Omitted] Exhibit G Form of Assignment Additional Borrower Assumption Agreement Exhibit H [Intentionally Omitted] Exhibit I Form of Intercompany Subordination Assignment and Assumption Agreement Exhibit J-1 I-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-2 I-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-3 I-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-4 I-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) -x- This CREDIT AGREEMENT is entered into as Exhibit J Form of May 31, 2018 among DDTL Note Schedule 1 Commitments of Lenders Schedule 2 Borrowers Schedule 3 Guarantors of Payment Schedule 4 Pledged Securities Schedule 5 Mortgaged Real Property Schedule 5.8 Indebtedness Schedule 5.9 Liens Schedule 5.11 Permitted Investments Schedule 5.17 Affiliate Transactions Schedule 5.23 Restrictive Agreements Schedule 6.1 Corporate Existence; Subsidiaries; Foreign Qualification Schedule 6.4 Litigation and Administrative Proceedings Schedule 6.5 Real Estate Owned by the following: (i) GTT Communications, Inc., a Delaware corporation (the “U.S. Borrower”); (ii) GTT Communications B.V., a company organized under the laws Companies Schedule 6.9 Locations Schedule 6.11 Employee Benefits Plans Schedule 6.17 Intellectual Property Schedule 6.18 Insurance Schedule 6.19 Deposit Accounts and Securities Accounts Schedule 7.4 Pledged Notes Schedule 7.5 Commercial Tort Claims Schedule 8 Capital Maintenance Rules Schedule 9 Abstract Acknowledgement of the Netherlands and a wholly-owned subsidiary of the U.S. Borrower (the “EMEA Borrower” and, together with the U.S. Borrower, each, a “Borrower” and collectively, the “Borrowers”); (iii) the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”); and (iv) KeyBank National Association, as the administrative agent (the “Administrative Agent”), and as an LC Issuer (as hereinafter defined).Debt v
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Acknowledgement and Consent to Bail. In of EEA Affected Financial Institutions 164166 115 Section 9.26 Intercreditor Agreement 116 EXHIBITS AND SCHEDULES Schedule 1 Lenders and Commitments Schedule 1.01(a) Agreed Security Principles Schedule 1.01(b) Existing Letters of Credit Schedule 1.01(c) Mortgaged Real Property Schedule 1.01(d) Restricted Subsidiaries and Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.11 Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule 6.15 Post-Closing Obligations Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS Exhibit A-1 A Form of Revolving Facility Note Assignment and Acceptance Exhibit A-2 B Form of U.S. Term Note Administrative Questionnaire Exhibit A-3 C Form of EMEA Term Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Continuation or Conversion Exhibit B-3 Form of LC Request Exhibit C [Intentionally Omitted] Exhibit D Form of Solvency Certificate -ix- Exhibit E Form of Compliance Certificate Exhibit F [Intentionally Omitted] Exhibit G Form of Assignment Agreement Exhibit H [Intentionally Omitted] Exhibit I Form of Intercompany Subordination Agreement Exhibit J-1 F-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not that are not Partnerships For for U.S. Federal Income Tax Purposes) Exhibit J-2 F-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not that are not Partnerships For for U.S. Federal Income Tax Purposes) Exhibit J-3 F-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are that are Partnerships For for U.S. Federal Income Tax Purposes) Exhibit J-4 F-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are that are Partnerships For for U.S. Federal Income Tax Purposes) -x- This Exhibit G Form of Note Schedule 2.01 Commitments Schedule 3.07(b) Licensing Agreements Schedule 3.07(c) Real Property Schedule 3.08(a) Subsidiaries Schedule 3.17 Financing Statements and Other Filings Schedule 3.20 Insurance Schedule 3.25 Material Agreements Schedule 5.12 Deposit Accounts, Securities Accounts and Commodities Accounts Schedule 6.01 Indebtedness Schedule 6.02 Liens Schedule 6.04 Investments Schedule 6.07 Transactions with Affiliates Schedule 9.01(a) Notices CREDIT AGREEMENT is entered into dated as of May December 31, 2018 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among TUESDAY MORNING, INC., a Texas corporation (the following: “Borrower”), each of the Subsidiary Guarantors (i) GTT Communicationsas hereinafter defined), Inc.TUESDAY MORNING CORPORATION, a Delaware corporation (the “U.S. BorrowerParent”); (ii) GTT Communications B.V., TMI HOLDINGS, INC., a company organized under the laws of the Netherlands and a wholly-owned subsidiary of the U.S. Borrower Delaware corporation (the “EMEA Borrower” and, together with the U.S. Borrower, each, a “Borrower” and collectivelyIntermediate Holdings”), the “Borrowers”); (iii) the lenders LENDERS party hereto from time to time party hereto and ALTER DOMUS (each, a “Lender” and collectively, the “Lenders”); and (ivUS) KeyBank National AssociationLLC, as the administrative agent (in such capacity, the “Administrative Agent”), and as an LC Issuer (as hereinafter defined).
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Acknowledgement and Consent to Bail. In of EEA EEAAffected Financial Institutions 164166 SCHEDULES Schedule 1 Lenders and Commitments Institution 188Institutions 196 Section 9.24. Acknowledgement Regarding Any Supported QFC 188197 SCHEDULES: Schedule 1.01(a) Agreed Security Principles – Commitment Schedule Schedule 1.01(b) Existing Letters of Credit – Dutch Auction Schedule 1.01(c) Mortgaged Real Property – Mortgages Schedule 1.01(d) Restricted Subsidiaries and Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors – Existing Investments Schedule 1.01(f) Landing Site – Broker-Dealer Subsidiaries Schedule 1.01(g) Holding Company Merger – Introducing Broker Subsidiaries Schedule 5.11 3.05(a) – Fee Owned Real Property -viii- Estate Assets Schedule 5.15 Intellectual Property 3.13 – Subsidiaries Schedule 5.22 Capitalization / Equity Interests 3.20 – Certain Regulatory Matters Schedule 5.25(a)(i5.09 – Unrestricted Subsidiaries Schedule 6.01(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule 6.15 Post-Closing Obligations Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted – Existing Indebtedness Schedule 7.04(q6.02(l) Reimbursement Obligations – Existing Liens Schedule 7.05 Permitted Investments 6.07(bb) – Certain Dispositions Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS 6.09(e) – Existing Transactions with Affiliates Schedule 9.01 – Borrower’s Website Address for Electronic Delivery EXHIBITS: Exhibit A-1 – Form of Revolving Facility Note Assignment and Assumption Exhibit A-2 – Form of U.S. Term Note Affiliated Lender Assignment and Assumption Exhibit A-3 B – Form of EMEA Term Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Continuation or Conversion Exhibit B-3 Form of LC Request Exhibit C [Intentionally Omitted] Exhibit D Form of Solvency Certificate -ix- Exhibit E – Form of Compliance Certificate Exhibit D – Form of Interest Election Request Exhibit E – Form of Perfection Certificate Exhibit F [Intentionally Omitted] – Form of Perfection Certificate Supplement Exhibit G – Form of Assignment Promissory Note Exhibit H – Form of Pledge and Security Agreement Exhibit H [Intentionally Omitted] Exhibit I – Form of Intercompany Subordination Guaranty Agreement Exhibit J-1 – Form of Patent Security Agreement Exhibit J-2 – Form of Trademark Security Agreement Exhibit J-3 – Form of Copyright Security Agreement Exhibit K – Form of Letter of Credit Request Exhibit L-1 – Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-2 L-2 – Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-3 L-3 – Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit L-4 – Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-4 M – Form of U.S. Tax Compliance Solvency Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) -x- This Exhibit N – Form of Prepayment Notice CREDIT AGREEMENT is entered into AGREEMENT, dated as of May 31July 1, 2018 2019 (this “Agreement”), by and among the following: (i) GTT CommunicationsVictory Capital Holdings, Inc., a Delaware corporation (the “U.S. Borrower”); (ii) GTT Communications B.V., a company organized under the laws of the Netherlands and a wholly-owned subsidiary of the U.S. Borrower (the “EMEA Borrower” and, together with the U.S. Borrower, each, a “Borrower” and collectively, the “Borrowers”); (iii) the lenders Lenders from time to time party hereto and Barclays Bank PLC (each, a “Lender” and collectively, the “LendersBarclays”); and (iv) KeyBank National Association, as the administrative agent and collateral agent for the Secured Parties (in such capacities, together with its successors and assigns in such capacities, the “Administrative Agent”), a Swingline Lender and as an LC Issuer (as hereinafter defined)Issuing Bank.
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Acknowledgement and Consent to Bail. In of EEA Affected Financial Institutions 164166 SCHEDULES 106111 SECTION 9.21. Joinder by SPAC Merger Sub II and the SPAC 106111 ||| 4134-8371-6675.14134-8371-6675 Schedule 1 1.01(a) - Guarantors Schedule 2.01 - Lenders and Commitments Schedule 1.01(a3.08 - Subsidiaries Schedule 3.09 - Litigation Schedule 3.17 - Environmental Matters Schedule 3.18 - Insurance Schedule 3.19(a) Agreed Security Principles - UCC Filing Offices Schedule 1.01(b3.19(c) Existing Letters of Credit - Mortgage Filing Offices Schedule 1.01(c3.20(a) Mortgaged - Owned Real Property Schedule 1.01(d3.20(b) Restricted Subsidiaries and Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.11 - Leased Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule 6.15 5.13 - Post-Closing Obligations Requirements Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h6.01(a) Key Customers Schedule 7.04 Permitted - Existing Indebtedness Schedule 7.04(q6.02(a) Reimbursement Obligations - Existing Liens Schedule 7.05 Permitted 6.04(c) - Existing Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS 6.10(a) - Retail Segment Revenue Schedule 7(m) - Permitted Investors Exhibit A-1 A - Form of Revolving Facility Note Administrative Questionnaire Exhibit A-2 B - Form of U.S. Term Note Assignment and Acceptance Exhibit A-3 C - Form of EMEA Term Note Borrowing Request Exhibit B-1 D - Form of Notice of Borrowing Exhibit B-2 Form of Notice of Continuation or Conversion Exhibit B-3 Form of LC Request Exhibit C [Intentionally Omitted] Exhibit D Form of Solvency Certificate -ix- Affiliate Subordination Agreement Exhibit E - Forms of Tax Compliance Certificates Exhibit F - Form of Compliance Certificate Exhibit F [Intentionally Omitted] Exhibit G - Form of Assignment Warrant Exhibit H - Form of Joinder Agreement Exhibit H [Intentionally Omitted] Exhibit I - Form of Intercompany Subordination Agreement Exhibit J-1 Form Notice of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) -x- This Continuation/Conversion ||| 4134-8371-6675.14134-8371-6675 CREDIT AGREEMENT is entered into dated as of May 31August 4, 2018 2021, among GIDDY INC.BOXED, LLC (f/k/a Blossom Merger Sub II, LLC, as successor by merger to Giddy Inc.), a Delaware limited liability company (the following: “Borrower”), BOXED, INC. (i) GTT Communications, Inc.f/k/a Seven Oaks Acquisition Corp.), a Delaware corporation (the “U.S. Borrower”); (ii) GTT Communications B.V., a company organized under the laws of the Netherlands subject to Sections 1.05 and a wholly-owned subsidiary of the U.S. Borrower (the “EMEA Borrower” and, together with the U.S. Borrower, each, a “Borrower” and collectively9.21, the “BorrowersBorrowerParent”); (iii) the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I); , and ALTER DOMUS (ivUS) KeyBank National AssociationLLC, as the administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”)) for the Lenders. The Borrower has requested the Lenders to extend credit in the form of Term Loans on the Closing Date, in an aggregate principal amount not in excess of $45,000,000. The proceeds of the Term Loans are to be used solely for the purposes specified in Section 5.08. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as an LC Issuer (as hereinafter defined).follows:
Appears in 1 contract
Sources: Credit Agreement (Boxed, Inc.)
Acknowledgement and Consent to Bail. In of EEA Affected Financial Institutions 164166 SCHEDULES Schedule 1 Lenders and Commitments 148 Section 9.17. Acknowledgement Regarding Any Supported QFCs 149 COMMITMENT SCHEDULE LC COMMITMENT SCHEDULE PRICING SCHEDULE Schedule 1.01(a) Agreed Security Principles Subsidiary Guarantors Schedule 1.01(b) Qualified Parents Schedule 1.01(c) ESG KPI Requirements Schedule 2.16 Existing Letters of Credit Schedule 1.01(c) Mortgaged Real Property 5.01 Additional Monthly Financial Information Schedule 1.01(d) Restricted Subsidiaries and Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.11 Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule 6.15 Post-Closing Obligations Schedule 7.03 Permitted 6.01 Existing Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS Exhibit A-1 Form of Revolving Facility Note Exhibit A-2 Form of U.S. Term Note Exhibit A-3 Form of EMEA Term Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Continuation or Conversion Exhibit B-3 Form of LC Request Exhibit C [Intentionally Omitted] Exhibit D Form of Solvency Certificate -ix- Exhibit E Form of Compliance Certificate Exhibit F [Intentionally Omitted] Exhibit G - Form of Assignment Exhibit A-2 - Form of Letter of Credit Assignment Exhibit B - [Reserved] Exhibit C-1 - Form of Borrower Security Agreement Exhibit H [Intentionally Omitted] Exhibit I C-2 - Form of Intercompany Subordination Subsidiary Security Agreement Exhibit J-1 C-3 - Form of Borrower Canadian Security Agreement Exhibit D - Form of Borrowing Base Certificate Exhibit E - Form of Subsidiary Guarantee Agreement Exhibit F-1 - Form of Collateral Access Agreement (Processor/Warehouse) Exhibit F-2 - Form of Collateral Access Agreement (Landlord) Exhibit G - Certain Definitions from Regulation S-X (as in effect on the date of this Agreement) Exhibit H - Form of Designation Agreement Exhibit I-1 - Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax PurposesLenders/Non-Partnerships) Exhibit J-2 I-2 - Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax PurposesParticipants/Non-Partnerships) Exhibit J-3 I-3 - Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax PurposesParticipants/Partnerships) Exhibit J-4 I-4 - Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax PurposesLenders/Partnerships) -x- This SIXTH AMENDED AND RESTATED CREDIT AGREEMENT is entered into dated as of May 3127, 2018 2022 among the following: (i) GTT Communications, Inc., a Delaware corporation (the “U.S. Borrower”); (ii) GTT Communications B.V., a company organized under the laws of the Netherlands and a wholly-owned subsidiary of the U.S. Borrower (the “EMEA Borrower” and, together with the U.S. Borrower, each, a “Borrower” and collectivelyUNITED STATES STEEL CORPORATION, the “Borrowers”); (iii) the lenders SUBSIDIARY GUARANTORS from time to time party hereto (each, a “Lender” and collectivelyhereto, the “Lenders”); LENDERS from time to time party hereto, the LC ISSUING BANKS from time to time party hereto, and (iv) KeyBank National AssociationJPMORGAN CHASE BANK, N.A., as the administrative agent (the “Administrative Agent and Collateral Agent”), and as an LC Issuer (as hereinafter defined).
Appears in 1 contract
Acknowledgement and Consent to Bail. In of EEA Financial Institutions 164166 SCHEDULES Schedule 148 Section 10.27 Collateral and Guarantee Suspension 149 EXHIBIT A — Notice of Payment Request EXHIBIT B — Notice of Borrowing EXHIBIT C — Notice of Continuation/Conversion EXHIBIT D-1 — Term A-1 Note EXHIBIT D-2 — U.S. Term B-4 Note EXHIBIT D-3 — [Reserved] EXHIBIT D-4 — Revolving Note EXHIBIT E — Solvency Certificate EXHIBIT F — Compliance Certificate EXHIBIT G — Assignment and Assumption EXHIBIT H-1 — Form of Trademark Security Agreement EXHIBIT H-2 — Form of Patent Security Agreement EXHIBIT H-3 — Form of Copyright Security Agreement EXHIBIT I — Form of Security Agreement EXHIBIT J — Form of Guaranty EXHIBIT K — Escrow Agreement EXHIBIT L — U.S. Tax Compliance Certificate EXHIBIT M — Form of Global Intercompany Note SCHEDULE 1 Lenders — Term Loan Commitments and Revolving Credit Commitments Schedule 1.01(aas of the Closing Date SCHEDULE 2.3(a) Agreed Security Principles Schedule 1.01(b) — Existing Letters of Credit Schedule 1.01(c) Mortgaged Real Property Schedule 1.01(d) Restricted SCHEDULE 5.5 — Litigation SCHEDULE 5.10 — Subsidiaries and Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.11 Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 SCHEDULE 5.17 — Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance SCHEDULE 6.11 — Transactions with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule Affiliates SCHEDULE 6.14 — Indebtedness SCHEDULE 6.15 — Liens SCHEDULE 6.17 — Investments SCHEDULE 6.24 — Certain Post-Closing Obligations Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS Exhibit A-1 Form of Revolving Facility Note Exhibit A-2 Form of U.S. Term Note Exhibit A-3 Form of EMEA Term Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Continuation or Conversion Exhibit B-3 Form of LC Request Exhibit C [Intentionally Omitted] Exhibit D Form of Solvency Certificate -ix- Exhibit E Form of Compliance Certificate Exhibit F [Intentionally Omitted] Exhibit G Form of Assignment This Loan Agreement Exhibit H [Intentionally Omitted] Exhibit I Form of Intercompany Subordination Agreement Exhibit J-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) -x- This CREDIT AGREEMENT is entered into as of April 29, 2016, as amended by Amendment No. 1, dated as of August 17, 2016, Amendment No. 2, dated as of September 22, 2016, Amendment No. 3, dated as of March 14, 2017, Amendment No. 4, dated as of March 23, 2017, Amendment No. 5, dated as of November 8, 2017, Amendment No. 6, dated as of November 29, 2017, Amendment No. 7, dated as of February 27, 2018, Amendment No. 8, dated as of May 3115, 2018 and Amendment No. 9, dated as of April 29, 2019, by and among the following: (i) GTT Communications, Inc.WESTERN DIGITAL CORPORATION, a Delaware corporation (the “U.S. Borrower”); (ii) GTT Communications B.V., a company organized under the laws of the Netherlands and a wholly-owned subsidiary of the U.S. Borrower (the “EMEA Borrower” and, together with the U.S. Borrower, each, a “Borrower” and collectively, the “Borrowers”); (iii) the lenders various institutions from time to time party hereto (each, a “Lender” and collectively, the “Lenders”); and (iv) KeyBank National Associationto this Agreement, as the Lenders, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacities, the “Administrative Agent” or “Collateral Agent”), and as an LC Issuer (as hereinafter defined).
Appears in 1 contract
Acknowledgement and Consent to Bail. In of EEA Financial Institutions 164166 SCHEDULES 144 SCHEDULES: Schedule 1 Lenders and 2.01 – Commitments / Specified LC Exposure Sublimits Schedule 1.01(a) Agreed Security Principles Schedule 1.01(b) Existing Letters of Credit Schedule 1.01(c) Mortgaged Real Property Schedule 1.01(d) Restricted Subsidiaries and Immaterial 3.01 – Subsidiaries Schedule 1.01(e3.06 – Disclosed Matters Schedule 3.17 – Franchise and License Matters Schedule 3.18 – Matters Relating to Cable Systems Schedule 5.09(c) Subsidiary Guarantors Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.11 Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule 6.15 – Post-Closing Obligations Matters Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted 6.01 – Existing Indebtedness Schedule 7.04(q6.02 – Existing Liens Schedule 6.05(f) Reimbursement Obligations Schedule 7.05 Permitted – Investments Schedule 7.08 Limitations on Restrictive 6.07 – Affiliate Transactions Schedule 6.11 – Dispositions Schedule 6.10 – Burdensome Agreements EXHIBITS Schedule 9.01 – Notices EXHIBITS: Exhibit A-1 A – Form of Assignment and Assumption Exhibit B – Form of Term Note Exhibit C – Form of Revolving Facility Note Exhibit A-2 D – Form of U.S. Term Note Security Agreement Exhibit A-3 E – Form of EMEA Term Note Borrowing Request Exhibit B-1 F – Form of Swingline Loan Notice of Borrowing Exhibit B-2 Form of Notice of Continuation or Conversion Exhibit B-3 Form of LC Request Exhibit C [Intentionally Omitted] Exhibit D Form of Solvency Certificate -ix- Exhibit E G – Form of Compliance Certificate Exhibit F [Intentionally Omitted] Exhibit G H – Form of Assignment Guarantee Agreement Exhibit H [Intentionally Omitted] Exhibit I Form of Intercompany Subordination Agreement Exhibit J-1 I-1 – Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not that are not Partnerships For for U.S. Federal Income Tax Purposes) Exhibit J-2 I-2 – Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Lenders that are Partnerships For for U.S. Federal Income Tax Purposes) Exhibit J-3 I-3 – Form of U.S. Tax Compliance Certificate (For Foreign Non-U.S. Participants That Are that are not Partnerships For for U.S. Federal Income Tax Purposes) Exhibit J-4 I-4 – Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Non-U.S. Participants that are Partnerships For for U.S. Federal Income Tax Purposes) -x- This Exhibit J – Form of First Lien Intercreditor Agreement Exhibit K – Form of Discounted Prepayment Option Notice Exhibit L – Form of Lender Participation Notice Exhibit M – Form of Discounted Voluntary Prepayment Notice CREDIT AGREEMENT is entered into (this “Agreement”) dated as of May 31June 30, 2018 2015, as amended on February 13, 2017 pursuant to Amendment No. 1 to the Credit Agreement, dated as of February 13, 2017, among the following: (i) GTT CommunicationsCABLE ONE, Inc., a Delaware corporation (the “U.S. Borrower”); (ii) GTT Communications B.V., a company organized under the laws of the Netherlands and a wholly-owned subsidiary of the U.S. Borrower (the “EMEA Borrower” and, together with the U.S. Borrower, each, a “Borrower” and collectivelyINC., the “Borrowers”); (iii) the lenders from time to time LENDERS party hereto (eachhereto, a “Lender” JPMORGAN CHASE BANK, N.A., as Administrative Agent and collectively▇▇▇▇▇ Fargo Bank, the “Lenders”); and (iv) KeyBank National Association, as Syndication Agent. The parties hereto agree to the administrative agent (the “Administrative Agent”), and as an LC Issuer (as hereinafter defined).following:
Appears in 1 contract
Sources: Credit Agreement (Cable One, Inc.)
Acknowledgement and Consent to Bail. In of EEA Financial Institutions 164166 154 Section 11.31 Dutch Legal Matters 155 #4848-6974-4858 SCHEDULES Schedule 1 Lenders and Commitments Schedule 1.01(a) Agreed Security Principles Schedule 1.01(b) Existing Letters of Credit [Intentionally Omitted] Schedule 1.01(c) Mortgaged Real Property Schedule 1.01(d) Restricted Subsidiaries and Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.10 Tax Returns and Payments Schedule 5.11 Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule 6.15 Post-Closing Obligations Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS Exhibit A-1 A Form of Revolving Facility Note Exhibit A-2 Form of U.S. Term Note Exhibit A-3 Form of EMEA Term Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Continuation or Conversion Exhibit B-3 Form C Notice of LC Request Withdrawal Exhibit C D [Intentionally Omitted] Exhibit D Form of Solvency Certificate -ix- Exhibit E Form of Compliance Certificate [Intentionally Omitted] Exhibit F [Intentionally Omitted] Exhibit G Form of Assignment Agreement Exhibit H [Intentionally Omitted] Exhibit I Form of Intercompany Subordination Agreement Exhibit J-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) #4848-6974-4858 Exhibit J-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) -x- #4848-6974-4858 This PRIMING FACILITY CREDIT AGREEMENT is entered into as of May 31December 28, 2018 2020 among the following: (i) GTT Communications, Inc., a Delaware corporation (the “U.S. BorrowerParent Guarantor”); (ii) GTT Communications B.V., a company organized under the laws of the Netherlands and a wholly-owned subsidiary of the U.S. Borrower (the “EMEA Borrower” and, together with the U.S. Borrower, each, a “Borrower” and collectively, the “Borrowers”); (iii) the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”); and (iv) KeyBank National AssociationDelaware Trust Company, as the administrative agent (the “Administrative Agent”), and as an LC Issuer (as hereinafter defined).
Appears in 1 contract
Sources: Priming Facility Credit Agreement (GTT Communications, Inc.)
Acknowledgement and Consent to Bail. In of EEA Financial Institutions 164166 109 SCHEDULES Schedule 1 Lenders I ‑ Commitments and Commitments Applicable Lending Offices Schedule 1.01(aII ‑ Deemed Qualifying Ground Leases Schedule III ‑ Certain Notice Addresses Schedule 4.01(n) Agreed Security Principles Schedule 1.01(b) Existing Letters of Credit Schedule 1.01(c) Mortgaged Real Property Schedule 1.01(d) Restricted Subsidiaries and Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.11 Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule 6.15 Post-Closing Obligations Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements ‑ Surviving Debt EXHIBITS Exhibit A-1 A ‑ Form of Revolving Facility Note Exhibit A-2 Form of U.S. Term Note Exhibit A-3 Form of EMEA Term Note Exhibit B-1 B ‑ Form of Notice of Borrowing Exhibit B-2 C ‑ Form of Notice of Continuation or Conversion Guaranty Supplement Exhibit B-3 D ‑ Form of LC Request Assignment and Acceptance Exhibit C [Intentionally Omitted] Exhibit D E ‑ Form of Solvency Certificate -ix- Exhibit E Form of Compliance Unencumbered Assets Certificate Exhibit F [Intentionally Omitted] Exhibit G ‑ Form of Assignment Borrower Accession Agreement Exhibit H [Intentionally Omitted] Exhibit I Form of Intercompany Subordination Agreement Exhibit J-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) -x- This CREDIT AGREEMENT is entered into dated as of May 31October 24, 2018 (this “Agreement”) among DIGITAL REALTY TRUST, L.P., a Maryland limited partnership (the following: (i) GTT Communications“Operating Partnership”), Inc.DIGITAL JAPAN, LLC, a Delaware limited liability company (the “Initial Borrower 1”), DIGITAL OSAKA 3 TMK, a Japanese tokutei mokuteki kaisha (the “Initial Borrower 2”) and DIGITAL OSAKA 4 TMK, a Japanese tokutei mokuteki kaisha (the “Initial Borrower 3”; and collectively with the Initial Borrower 1 and the Initial Borrower 2 and any Additional Borrowers (as defined below), the “Borrowers” and each individually a “Borrower”), DIGITAL REALTY TRUST, INC., a Maryland corporation (the “U.S. BorrowerParent Guarantor”); (ii) GTT Communications B.V., DIGITAL EURO ▇▇▇▇▇ LLC, a Delaware limited liability company organized under the laws of the Netherlands and a wholly-owned subsidiary of the U.S. Borrower (“Digital Euro”), any Additional Guarantors (as hereinafter defined) acceding hereto pursuant to Section 5.01(j) (the “EMEA Borrower” andAdditional Guarantors, together with the U.S. BorrowerOperating Partnership, each, a “Borrower” the Parent Guarantor and collectivelyDigital Euro, the “BorrowersGuarantors”); (iii) the lenders from time to time party hereto (each, a “Lender” and collectively, the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the initial lenders (the “Initial Lenders”); , each Issuing Bank (as hereinafter defined) and SUMITOMO MITSUI BANKING CORPORATION (iv) KeyBank National Association“SMBC”), as the administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the “Administrative Agent”), and as an LC Issuer ) for the Lender Parties (as hereinafter defined)., with SMBC, MUFG BANK, LTD. and MIZUHO BANK, LTD, as joint lead arrangers and joint bookrunners (the “Arrangers”). Digital Realty – Yen Credit Agreement
Appears in 1 contract
Acknowledgement and Consent to Bail. In of EEA Affected Financial Institutions 164166 1427 12.13 USA PATRIOT Act Notice 1437 12.14 Acknowledgement Regarding Any Supported QFCs 1438 12.15 Assignments and Allocations; Amendment and Restatement 1449 12.16 ESG Amendment 1550 SCHEDULES Schedule 1 Lenders and Commitments Schedule 1.01(aSCHEDULE 1.1(B) Agreed Security Principles Schedule 1.01(b- COMMITMENTS OF LENDERS SCHEDULE 1.1(C) - Existing Letters of Credit Schedule 1.01(c) Mortgaged Real Property Schedule 1.01(d) Restricted Subsidiaries and Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.11 Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) EXHIBITS EXHIBIT A - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT B - GUARANTOR JOINDER EXHIBIT C - REVOLVING CREDIT NOTE EXHIBIT D - TERM NOTE EXHIBIT E - DELAYED DRAW TERM LOAN NOTERESERVED EXHIBIT F - LOAN REQUEST EXHIBIT G-1 - U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule 6.15 Post-Closing Obligations Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS Exhibit A-1 Form of Revolving Facility Note Exhibit A-2 Form of U.S. Term Note Exhibit A-3 Form of EMEA Term Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Continuation or Conversion Exhibit B-3 Form of LC Request Exhibit C [Intentionally Omitted] Exhibit D Form of Solvency Certificate -ix- Exhibit E Form of Compliance Certificate Exhibit F [Intentionally Omitted] Exhibit G Form of Assignment Agreement Exhibit H [Intentionally Omitted] Exhibit I Form of Intercompany Subordination Agreement Exhibit J-1 Form of U.S. Tax Compliance Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-2 Form of EXHIBIT G-2 - U.S. Tax Compliance Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-3 Form of EXHIBIT G-3 - U.S. Tax Compliance Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-4 Form of EXHIBIT G-4 - U.S. Tax Compliance Certificate TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) -x- This EXHIBIT H - COMPLIANCE CERTIFICATE THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered into dated as of May 31June 30, 2018 2022 and is made by and among the following: (i) GTT CommunicationsConstruction Partners, Inc., a Delaware corporation (the “U.S. BorrowerConstruction Partners”); Wiregrass Construction Company, Inc., an Alabama corporation (ii) GTT Communications B.V.“Wiregrass Construction”); FSC II, LLC, a North Carolina limited liability company organized under the laws (“FSC”); ▇. ▇. ▇▇▇▇▇▇▇ Contracting, Incorporated, a Florida corporation (“▇▇▇▇▇▇▇ Contracting”); King Asphalt, Inc., a South Carolina corporation (“King Asphalt”); and The ▇▇▇▇▇▇▇ Company, a Georgia corporation (“▇▇▇▇▇▇▇”,); ▇▇▇▇▇▇▇ Corporation, a North Carolina corporation (“▇▇▇▇▇▇▇”); ▇▇▇▇▇▇▇ Asphalt Corporation, a North Carolina corporation (“▇▇▇▇▇▇▇ Asphalt”); Asphalt Inc., LLC d/b/a Lone Star Paving, a Texas limited liability company (“Asphalt Inc.”); Overland Corporation, an Oklahoma corporation (“Overland”); Overland Materials and Manufacturing, Inc., an Oklahoma corporation (“Overland Materials”); PRI of the Netherlands East Tennessee Inc., a Tennessee corporation (“PRI”); and Pavement Restorations, Inc., a wholly-owned subsidiary of the U.S. Borrower Tennessee corporation (the “EMEA BorrowerPavement” and, together collectively with the U.S. BorrowerConstruction Partners, eachWiregrass Construction, a “Borrower” FSC, ▇▇▇▇▇▇▇ Contracting and, King Asphalt, Scruggs, Ferebee, ▇▇▇▇▇▇▇ Asphalt, Asphalt Inc., Overland, Overland Materials and collectivelyPRI, the “Borrowers”); (iii) the lenders from time to time party hereto (, and each, individually, a “Lender” and collectively, the “Lenders”); and (iv) KeyBank National Association, as the administrative agent (the “Administrative AgentBorrower”), and as an LC Issuer the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the Administrative Agent (as hereinafter defined) and Issuing Lender (as hereinafter defined). The Borrowers have requested that the Lenders amend and restate the Existing Credit Agreement to, among other things, extend credit to the Borrowers in the form of (i) a term loan facility in an initial aggregate principal amount of $250,000,000, (ii) a revolving credit facility in an initial aggregate principal amount of $325,000,000, which will include a sublimit for the making of one or more Letters of Credit from time to time and (iii) a delayed draw term loan facility in an initial principal amount of up to $50,000,000. The Lenders have indicated their willingness to lend and the Issuing Lender has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein. It is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Credit Agreement and that this Agreement does not and shall not constitute a novation of the obligations and liabilities of the parties under the Existing Credit Agreement. It is further the intent of the parties that (a) the Obligations (as defined in the Existing Credit Agreement) which remain unpaid and outstanding as of the date hereof shall continue to exist under this Agreement on the terms set forth herein, (b) the Collateral (as defined in the Existing Credit Agreement) shall continue to secure, support and otherwise benefit the Obligations (as defined in this Agreement); and (c) from and after the Closing Date, all references to the “Credit Agreement” and “Loan Documents” contained in the Existing Credit Agreement shall be deemed to refer to this Agreement and the Loan Documents (as defined herein), respectively.
Appears in 1 contract
Sources: Fifth Amendment to Third Amended and Restated Credit Agreement (Construction Partners, Inc.)
Acknowledgement and Consent to Bail. In of EEA EAA<Affected> Financial Institutions 164166 SCHEDULES 98<114> SECTION 9.19 Transitional Arrangements 98<114> <SECTION 9.20 Acknowledgement Regarding Any Supported QFCs 115> SCHEDULES: Schedule 1 Lenders and EGL — Eligible Ground Leases Schedule ES — Excluded Subsidiaries Schedule 2.01A — Lenders; Commitments Schedule 1.01(a) Agreed Security Principles 2.01B — Swingline Lenders; Swingline Commitments Schedule 1.01(b) 2.01C — Issuing Banks; Letter of Credit Commitments Schedule 2.06 — Existing Letters of Credit Schedule 1.01(c) Mortgaged Real Property 3.05 — Unencumbered Properties Schedule 1.01(d) Restricted 3.06 — Disclosed Matters Schedule 3.14 — Subsidiaries and Immaterial Subsidiaries <Schedule 1.01(e) Subsidiary Guarantors 6.01 — Existing Indebtedness> <Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.11 Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule 6.15 Post-Closing Obligations Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS 6.02 — Existing Liens> EXHIBITS: Exhibit A-1 Form of Revolving Facility Note Exhibit A-2 Form of U.S. Term Note Exhibit A-3 Form of EMEA Term Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Continuation or Conversion Exhibit B-3 Form of LC Request Exhibit C [Intentionally Omitted] Exhibit D Form of Solvency Certificate -ix- Exhibit E Form of Compliance Certificate Exhibit F [Intentionally Omitted] Exhibit G A — Form of Assignment Agreement and Assumption Exhibit H [Intentionally Omitted] Exhibit I B — Form of Intercompany Subordination Agreement Borrowing Request Exhibit J-1 C-1 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For for U.S. Federal Income Tax Purposes) Exhibit J-2 C-2 — Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-3 — Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For for U.S. Federal Income Tax Purposes) Exhibit J-3 C-4 — Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For for U.S. Federal Income Tax Purposes) Exhibit J-4 D-1 — Form of U.S. Tax Revolving Loan Note Exhibit D-2 — Form of Swingline Loan Note Exhibit E — Form of Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) -x- This <Exhibit F – Form of Covenant Waiver Period Pledge Agreement> <Exhibit G – Form of Intercreditor Agreement> AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT is entered into (as amended, restated, extended, supplemented or otherwise modified from time to time, this “Agreement”) dated as of May 31January 11, 2018 2018, among the following: (i) GTT Communications, Inc.XHR LP, a Delaware corporation (the “U.S. Borrower”); (ii) GTT Communications B.V., a company organized under the laws of the Netherlands and a wholly-owned subsidiary of the U.S. Borrower (the “EMEA Borrower” and, together with the U.S. Borrower, each, a “Borrower” and collectivelylimited partnership, the “Borrowers”); (iii) the lenders from time to time LENDERS party hereto (eachhereto, a “Lender” and collectivelyJPMORGAN CHASE BANK, the “Lenders”); and (iv) KeyBank National AssociationN.A., as the administrative agent (the “Administrative Agent”), and as an LC Issuer (as hereinafter defined).
Appears in 1 contract
Sources: Revolving Credit Agreement (Xenia Hotels & Resorts, Inc.)
Acknowledgement and Consent to Bail. In of EEA Affected Financial Institutions 164166 161164 SECTION 9.24 Recovery of Erroneous Payments 161164 SECTION 9.25 Acknowledgement Regarding Any Supported QFCs 162165 ARTICLE X U.S. GUARANTY 163166 SECTION 10.01 Guaranty 163166 SECTION 10.02 Guaranty of Payment 163166 SECTION 10.03 No Discharge or Diminishment of U.S. Guaranty. 163166 SECTION 10.04 Defenses Waived 164167 SECTION 10.05 Rights of Subrogation 165168 SECTION 10.06 Reinstatement; Stay of Acceleration 165168 SECTION 10.07 Information 165168 SECTION 10.08 Taxes 165168 SECTION 10.09 Maximum Liability 165168 SECTION 10.10 Contribution 166169 SECTION 10.11 Liability Cumulative 166169 SECTION 10.12 Common Enterprise 166169 ARTICLE XI THE BORROWER REPRESENTATIVE 167170 SECTION 11.01 Appointment; Nature of Relationship 167170 SECTION 11.02 Powers 167170 SECTION 11.03 Employment of Agents 167170 SECTION 11.04 Notices 167170 SECTION 11.05 Successor Borrower Representative 167170 SECTION 11.06 Execution of Loan Documents 168171 SECTION 11.07 Reporting 168171 v TABLE OF CONTENTS SCHEDULES AND EXHIBITS Schedules: Commitment Schedule 1 Lenders and Commitments Schedule 1.01(a) Agreed Security Principles 1.01 Tax Sharing Agreements Schedule 1.01(b) 2.06 Existing Letters of Credit Schedule 1.01(c3.05(a) Mortgaged Real Property Schedule 1.01(d3.05(b) Restricted Subsidiaries and Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.11 Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 3.06 Flood Zones Schedule 3.07 Disclosed Matters Schedule 3.15 Insurance Schedule 3.16 Capitalization / Equity Interests and Subsidiaries Schedule 5.25(a)(i4.01(n) U.S. Communications Licenses Mortgaged Properties Schedule 5.25(a)(iii6.01(b) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule 6.15 Post-Closing Obligations Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Existing Indebtedness Schedule 7.04(q6.02(c) Reimbursement Obligations Existing Liens Schedule 7.05 Permitted 6.04(b) Existing Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS 6.04(m) Captive Insurance Company Investment Guidelines Schedule 6.07 Commodity Price Risk Management Guidelines Schedule 6.10 Existing Restrictions Schedule 9.04 Voting Participants Exhibits: Exhibit A-1 A Form of Revolving Facility Note Borrowing Request Exhibit A-2 B Form of U.S. Term Note Exhibit A-3 Form of EMEA Term Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Continuation or Conversion Exhibit B-3 Form of LC Issuance Request Exhibit C [Intentionally Omitted] Form of Interest Election Request Exhibit D Form of Solvency Certificate -ix- Incremental Commitment Joinder Agreement Exhibit E E-1 Form of Compliance Certificate Revolving Note Exhibit F [Intentionally Omitted] Exhibit G E-2 Form of Assignment Agreement Swingline Note Exhibit H [Intentionally Omitted] Exhibit I E-3 Form of Intercompany Subordination Agreement Term Note Exhibit J-1 F-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-2 F-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-3 F-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-4 F-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) -x- This CREDIT AGREEMENT is entered into as Exhibit G Form of May 31, 2018 among the following: (i) GTT Communications, Inc., a Delaware corporation (the “U.S. Borrower”); (ii) GTT Communications B.V., a company organized under the laws Bank Product Provider Letter Exhibit H Form of the Netherlands Compliance Certificate Exhibit I Form of Assignment and a wholly-owned subsidiary Assumption Exhibit J Form of the U.S. Borrower (the “EMEA Borrower” and, together with the U.S. Borrower, each, a “Borrower” and collectively, the “Borrowers”); (iii) the lenders from time to time party hereto (each, a “Lender” and collectively, the “Lenders”); and (iv) KeyBank National Association, as the administrative agent (the “Administrative Agent”), and as an LC Issuer (as hereinafter defined).Joinder Agreement
Appears in 1 contract
Acknowledgement and Consent to Bail. In of EEA Financial Institutions 164166 and UK Financial Institutions 103 Section 10.21. Lender Qualified Purchaser Representation 104 SCHEDULES Schedule 1 Lenders I – Commitments and Commitments Schedule 1.01(a) Agreed Security Principles Schedule 1.01(b) Existing Letters of Credit Schedule 1.01(c) Mortgaged Real Property Schedule 1.01(d) Restricted Subsidiaries and Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.11 Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule 6.15 Post-Closing Obligations Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements Lender Information EXHIBITS Exhibit A-1 A – Form of Revolving Facility Note Borrowing Notice Exhibit A-2 B – Form of U.S. Term Note Officer’s Certificate Exhibit A-3 C – Form of EMEA Term Note Security Agreement Exhibit B-1 D – Form of Notice of Borrowing Control Agreement Exhibit B-2 E – Form of Notice of Continuation or Conversion Issuer Agreement Exhibit B-3 F – Form of LC Request Parent Representation Letter Exhibit C [Intentionally Omitted] Exhibit D G – Form of Solvency Certificate -ix- Collateral Call Notice Exhibit E Form of Compliance Certificate Exhibit F [Intentionally Omitted] Exhibit G Form of Assignment Agreement Exhibit H [Intentionally Omitted] Exhibit I Form of Intercompany Subordination Agreement Exhibit J-1 Form of H-1 – U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not that are not Partnerships For for U.S. Federal Income Tax Purposes) Exhibit J-2 Form of H-2 – U.S. Tax Compliance Certificate (For Foreign Participants That Are Not that are not Partnerships For for U.S. Federal Income Tax Purposes) Exhibit J-3 Form of H-3 – U.S. Tax Compliance Certificate (For Foreign Participants That Are that are Partnerships For for U.S. Federal Income Tax Purposes) Exhibit J-4 Form of H-4 – U.S. Tax Compliance Certificate (For Foreign Lenders That Are that are Partnerships For for U.S. Federal Income Tax Purposes) -x- Exhibit I – [Reserved] Exhibit J – Form of Prepayment Notice Exhibit K – Form of Assignment and Assumption This CREDIT MARGIN LOAN AGREEMENT is entered into dated as of May 31September 13, 2018 2024 (as it may be amended or modified from time to time, this “Agreement”), among the following: (i) GTT CommunicationsJanuary Capital Holdco, Inc.LLC, a Delaware corporation limited liability company, as Borrower (the “U.S. Borrower”); (ii) GTT Communications B.V., a company organized under the laws of the Netherlands each Lender as set forth on Schedule I and a wholly-owned subsidiary of the U.S. Borrower (the “EMEA Borrower” and, together with the U.S. Borrower, each, a “Borrower” and collectively, the “Borrowers”); (iii) the lenders each other lender from time to time party hereto (each, a “Lender” and collectively, the “Lenders”); ” and (iv) KeyBank National Associationindividually, as the administrative agent (the a “Administrative AgentLender”), M▇▇▇▇▇ S▇▇▇▇▇▇ Senior Funding, Inc., as Administrative Agent, and M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC, as Calculation Agent. Borrower has requested that Lenders make loans to it on the Closing Date in an LC Issuer aggregate principal amount (excluding interest paid in kind) not exceeding the aggregate Initial Commitments (as hereinafter defined)., and Lenders are prepared to make such loans upon the terms and subject to the conditions set forth in this Agreement. In addition, Borrower is permitted to request that new or existing Lenders make loans to it on any Subsequent Advance Date in an aggregate principal amount (excluding interest paid in kind) not exceeding the Maximum Subsequent Advance Amount, subject to the agreement of each such Lender and the terms and conditions set forth in this Agreement. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Sources: Margin Loan Agreement (Endeavor Group Holdings, Inc.)
Acknowledgement and Consent to Bail. In of EEA Financial Institutions 164166 SCHEDULES Schedule 137 EXHIBIT A — Notice of Payment Request EXHIBIT B — Notice of Borrowing EXHIBIT C — Notice of Continuation/Conversion EXHIBIT D-1 — Term A Note EXHIBIT D-2 — U.S. Term B Note EXHIBIT D-3 — Euro Term B Note EXHIBIT D-4 — Revolving Note EXHIBIT E — Solvency Certificate EXHIBIT F — Compliance Certificate EXHIBIT G — Assignment and Assumption EXHIBIT H-1 — Form of Trademark Security Agreement EXHIBIT H-2 — Form of Patent Security Agreement EXHIBIT H-3 — Form of Copyright Security Agreement EXHIBIT I — Form of Security Agreement EXHIBIT J — Form of Guaranty EXHIBIT K — Escrow Agreement EXHIBIT L — U.S. Tax Compliance Certificate EXHIBIT M — Form of Global Intercompany Note SCHEDULE 1 Lenders — Term Loan Commitments and Revolving Credit Commitments Schedule 1.01(a) Agreed Security Principles Schedule 1.01(b) as of the Closing Date SCHEDULE 2.3 — Existing Letters of Credit Schedule 1.01(c) Mortgaged Real Property Schedule 1.01(d) Restricted SCHEDULE 5.5 — Litigation SCHEDULE 5.10 — Subsidiaries and Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.11 Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 SCHEDULE 5.17 — Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance SCHEDULE 6.11 — Transactions with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule Affiliates SCHEDULE 6.14 — Indebtedness SCHEDULE 6.15 — Liens SCHEDULE 6.17 — Investments SCHEDULE 6.24 — Certain Post-Closing Obligations Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS Exhibit A-1 Form of Revolving Facility Note Exhibit A-2 Form of U.S. Term Note Exhibit A-3 Form of EMEA Term Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Continuation or Conversion Exhibit B-3 Form of LC Request Exhibit C [Intentionally Omitted] Exhibit D Form of Solvency Certificate -ix- Exhibit E Form of Compliance Certificate Exhibit F [Intentionally Omitted] Exhibit G Form of Assignment This Loan Agreement Exhibit H [Intentionally Omitted] Exhibit I Form of Intercompany Subordination Agreement Exhibit J-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) -x- This CREDIT AGREEMENT is entered into as of May 31April 29, 2018 2016, by and among the following: (i) GTT Communications, Inc.WESTERN DIGITAL CORPORATION, a Delaware corporation (the “U.S. Borrower”); (ii) GTT Communications B.V., a company organized under the laws of the Netherlands and a wholly-owned subsidiary of the U.S. Borrower (the “EMEA Borrower” and, together with the U.S. Borrower, each, a “Borrower” and collectively, the “Borrowers”); (iii) the lenders various institutions from time to time party hereto (each, a “Lender” and collectively, the “Lenders”); and (iv) KeyBank National Associationto this Agreement, as the Lenders, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacities, the “Administrative Agent” or “Collateral Agent”), and as an LC Issuer (as hereinafter defined).
Appears in 1 contract
Acknowledgement and Consent to Bail. In of EEA Financial Institutions 164166 SCHEDULES 211 Exhibits and Schedules Exhibit A Form of Assignment and Acceptance Exhibit B Form of Borrowing Request Exhibit C Form of Swingline Borrowing Request Exhibit D Form of Interest Election Request Exhibit E Form of Mortgage Exhibit F Form of Permitted Loan Purchase Assignment and Acceptance Exhibit G Form of Discounted Prepayment Option Notice Exhibit H Form of Lender Participation Notice Exhibit I Form of Discounted Voluntary Prepayment Notice Exhibit J Form of Solvency Certificate Exhibit K Form of Global Intercompany Note Exhibit L Form of Subordination, Non-Disturbance and Attornment Agreement Exhibit M Form of Collateral Agreement Exhibit N Form of Subsidiary Guarantee Agreement Exhibit O Form of First Lien Intercreditor Agreement Exhibit P Form of Second Lien Intercreditor Agreement Schedule 1 Lenders and Commitments 1.01(A) Mortgaged Properties Schedule 1.01(a) Agreed Security Principles Schedule 1.01(b1.01(B) Existing Letters of Credit Schedule 1.01(c1.01(C) Mortgaged Real Property Subsidiary Loan Parties Schedule 1.01(d1.01(D) Restricted Subsidiaries and Immaterial Undeveloped Land Schedule 1.01(E) Closing Date Unrestricted Subsidiaries Schedule 1.01(e1.01(F) Subsidiary Guarantors Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.11 Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. Schedule 6.15 Post-Closing Obligations Restructuring Transaction Schedule 7.03 Permitted Liens / Liens in Existence 2.01 Commitments Schedule 7.03(h3.01 Organization; Powers Schedule 3.04 Governmental Approvals Schedule 3.08(a) Key Customers Subsidiaries Schedule 7.04 Permitted 3.08(b) Subscriptions Schedule 3.22 Intellectual Property Rights Schedule 4.02(b) Local Counsel Schedule 5.10 Post-Closing Items Schedule 6.01 Existing Indebtedness Schedule 7.04(q6.02(a) Reimbursement Obligations Existing Liens Schedule 7.05 Permitted 6.04 Existing Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS Exhibit A-1 Form of Revolving Facility Note Exhibit A-2 Form of U.S. Term Note Exhibit A-3 Form of EMEA Term Note Exhibit B-1 Form of 6.07 Transactions with Affiliates Schedule 9.01 Notice of Borrowing Exhibit B-2 Form of Notice of Continuation or Conversion Exhibit B-3 Form of LC Request Exhibit C [Intentionally Omitted] Exhibit D Form of Solvency Certificate -ix- Exhibit E Form of Compliance Certificate Exhibit F [Intentionally Omitted] Exhibit G Form of Assignment Agreement Exhibit H [Intentionally Omitted] Exhibit I Form of Intercompany Subordination Agreement Exhibit J-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) -x- This Information FIRST LIEN CREDIT AGREEMENT is entered into dated as of May 31October 11, 2018 2013 (this “Agreement”), among the following: (ia) GTT CommunicationsCAESARS ENTERTAINMENT RESORT PROPERTIES, Inc.LLC, a Delaware limited liability company (“CERP LLC”), (b) CAESARS ENTERTAINMENT RESORT PROPERTIES FINANCE, INC., a Delaware corporation (the “U.S. BorrowerCERP Finance”); ) and (c) (i) ▇▇▇▇▇▇’▇ LAS VEGAS, LLC, a Nevada limited liability company, (ii) GTT Communications B.V.▇▇▇▇▇▇’▇ ATLANTIC CITY HOLDING, INC., a New Jersey corporation, (iii) RIO PROPERTIES, LLC, a Nevada limited liability company, (iv) FLAMINGO LAS VEGAS HOLDING, LLC, a Nevada limited liability company, (v) ▇▇▇▇▇▇’▇ LAUGHLIN, LLC, a Nevada limited liability company organized under the laws and (vi) PARIS LAS VEGAS HOLDING, LLC, a Nevada limited liability company ((i) through (vi) of the Netherlands and a wholly-owned subsidiary of the U.S. Borrower this clause (c), collectively the “EMEA BorrowerCMBS Borrowers” and, together with the U.S. Borrower, or each, a “CMBS Borrower” ”, together with CERP LLC and collectivelyCERP Finance, the “Borrowers”); (iii) , the lenders LENDERS party hereto from time to time party hereto (eachand CITICORP NORTH AMERICA, a “Lender” and collectively, the “Lenders”); and (iv) KeyBank National AssociationINC., as the administrative agent (and collateral agent for the “Administrative Agent”), and as an LC Issuer (as hereinafter defined)Lenders.
Appears in 1 contract
Sources: First Lien Credit Agreement (CAESARS ENTERTAINMENT Corp)