Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages Schedule 1.1-C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Exhibit D - Notice of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of November 28, 2007, by and among ENERGYSOUTH, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).
Appears in 1 contract
Sources: Credit Agreement (Energysouth Inc)
Schedules. Schedule 1.1-A Applicable Margins I - Commitments and Applicable Percentages Lending Offices Schedule 1.1-C Commitments of Lenders II - Disclosed Litigation Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing III - Subsidiaries Schedule 7.2 IV - Authorizations, Etc. Schedule V - Plans Schedule VI - Existing Debt Schedule VII - Owned Real Property Schedule VIII - Leased Real Property Schedule IX - Material Contracts Schedule X - Investments Schedule XI - Intellectual Property Schedule XII - Pro Forma EBITDA Schedule XIII - Liens Schedule 7.5 Existing Contractual Restrictions XIV - Surviving Debt Schedule XV - Environmental Disclosure EXHIBITS Exhibit A-1 - Form of Term Note Exhibit A-2 - Form of Revolving Credit Note (Parent Borrower) Exhibit A-2 B - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Form of Notice of Borrowing Exhibit C - Form of Assignment and Acceptance Exhibit D - Form of Security Agreement Exhibit E - Form of Pledge Agreement Exhibit D F - Notice Form of Revolving Subsidiary Guaranty Exhibit G - Form of Solvency Certificate Exhibit H - Form of Opinion of ▇▇▇▇▇▇▇▇ & Worcester Exhibit I - Form of Opinion of ▇▇▇▇▇▇▇▇▇, MacKamon, Tyler & ▇▇▇▇▇, P.C. Exhibit J - Form of Borrowing Exhibit E - Assignment Base Certificate [Note: These schedules and Acceptance THIS exhibits have been omitted from this filing.] AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 28July 3, 20071997 among Central Tractor Farm & Country, by and among ENERGYSOUTH, INC.Inc., a Delaware corporation (the “Parent "Borrower”"), BAY GAS STORAGE COMPANYCT Holding, LTD.Inc., an Alabama limited partnership a Delaware corporation (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”"Holding"), the several banks and other banks, financial institutions and other institutional lenders from time to time party hereto listed on the signature pages hereof as the Initial Lenders (the “"Initial Lenders”"), REGIONS BANKthe Initial Issuing Bank (as hereinafter defined), in its capacity the Swing Line Bank (as hereinafter defined), Fleet National Bank ("Fleet"), as administrative agent (together with any successor appointed pursuant to Article VII, the "Administrative Agent") for the Lenders Lender Parties (the “Administrative Agent”as hereinafter defined), as issuing bank (the “Issuing Bank”)NationsBank, and as swingline lender (the “Swingline Lender”)N.A., SUNTRUST BANK, in its capacity as syndication agent (the "Syndication Agent") for the Lenders (the “Syndication Agent”)Lender Parties, and JPMORGAN CHASE BANKDLJ Capital Funding, N.A.Inc., in its capacity as documentation agent (the "Documentation Agent") for the Lenders (the “Documentation Agent”)Lender Parties.
Appears in 1 contract
Sources: Credit Agreement (Central Tractor Farm & Country Inc)
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages 1.1A Lists of Addresses for Notices; Lending Offices; Commitment Amounts Schedule 1.1-C Commitments 1.1B Terms of Lenders Used Aircraft Inventory Financing Schedule 1.1-RI Refinanced Indebtedness 3.3 Outstanding Letters of Credit Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business 5.14 ERISA Schedule 4.14 5.5 Material Litigation Schedule 5.12A Domestic Subsidiaries Schedule 5.12B Foreign Subsidiaries Schedule 5.6(d) Dividends Schedule 8.1 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 8.2 Existing Liens Schedule 7.5 8.3 Existing Contractual Restrictions EXHIBITS Contingent Obligations Schedule 8.13 Existing Foreign Exchange Contracts EXHIBITS: Exhibit A-1 - A Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline B Swing Line Note Exhibit B-1 - Parent C Term Note Exhibit D Company Pledge Agreement Exhibit E Holdings Guarantee Exhibit B-2 - F Holdings Pledge Agreement Exhibit G Subsidiary Guarantee Exhibit C - H Subsidiary Pledge Agreement Exhibit D - Notice I Form of Revolving Borrowing Exemption Certificate Exhibit E - J-1 Opinion of Fried, Frank, Harris, Shriver & Jacobson Exhibit J-2 ▇▇▇▇io▇ ▇▇ ▇▇nald Mayer, Esq. Exhibit ▇-▇ Holdings Closing Certificate ▇▇▇▇▇▇▇ ▇-▇ Company Closing Certificate Exhibit K-3 Subsidiary Guarantor Closing Certificate Exhibit L L/C Participation Certificate Exhibit M Swing Line Loan Participation Certificate Exhibit N Assignment and Acceptance THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into AGREEMENT, dated as of November 28October 16, 20071996, by and among ENERGYSOUTH, INC.GULFSTREAM DELAWARE CORPORATION, a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE "COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”"), the several banks and other financial institutions and lenders from time to time party parties hereto (the “Lenders”), REGIONS "LENDERS") and THE CHASE MANHATTAN BANK, in its capacity a New York banking corporation, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”"ADMINISTRATIVE AGENT").
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages Schedule 1.1-C 1.1(a) Amendment No 58. Effective Date Commitments of Lenders Schedule 1.11.1(b) Existing Letters of Credit Schedule 8.9 Potential Non-RI Refinanced Cash Adjustments Schedule 8.12 Subsidiaries Schedule 8.15 Owned Real Property Schedule 8.21 UCC Filing Offices Schedule 9.10 Amendment No 5. Effective Date Affiliate Transactions Schedule 9.18 Post-Closing Obligations Schedule 10.1 Amendment No 5. Effective Date Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing 10.2 Amendment No 5. Effective Date Liens Schedule 7.5 Existing Contractual Restrictions 10.5 Amendment No 5. Effective Date Investments Schedule 10.12 Amendment No 5. Effective Date Burdensome Agreements Schedule 13.2 Addresses for Notices EXHIBITS Exhibit A-1 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent A Form of Guarantee Exhibit B-2 - Subsidiary Guarantee B Form of Security Agreement Exhibit C - Form of Pledge Agreement Exhibit D - D-1 Form of GP Undertaking Exhibit D-2 Form of Parent GP Undertaking Exhibit E Form of Notice of Revolving Borrowing Exhibit E - F Form of Letter of Credit Request Exhibit G Form of Closing Date Certificate Exhibit H-1 Form of Legal Opinion of S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP Exhibit H-2 Form of Legal Opinion of S▇▇▇▇▇ ▇▇▇▇▇▇ LLP Exhibit I-1 Form of Promissory Note (Term Loans) Exhibit I-2 Form of Promissory Note (Incremental Term Loans) Exhibit I-3 Form of Promissory Note (Revolving Credit and Swingline Loans) Exhibit I-4 Form of Promissory Note (Additional/Replacement Revolving Credit and Swingline Loans) Exhibit J-1 Form of Senior Priority Lien Intercreditor Agreement Exhibit J-2 Form of Junior Priority Lien Intercreditor Agreement Exhibit K Form of Assignment and Acceptance THIS AMENDED AND RESTATED Exhibit L Form of Affiliated Lender Assignment and Acceptance Exhibit M Form of Solvency Certificate Exhibit N Form of Tax Compliance Certificate Exhibit O Form of Intercompany Note Exhibit P Form of Mortgage Exhibit Q Form of Perfection Certificate CREDIT AGREEMENT (this “Agreement”) is made and entered into AGREEMENT, dated as of November 28January 2, 20072014, as amended by Amendment No. 1, dated as of August 18, 2016, Amendment No. 2, dated as of April 19, 2017, Omnibus Amendment No. 1, dated as of August 15, 2017, Amendment No. 3, dated as of August 22, 2017, Amendment No. 4, dated as of March 29, 2018, and Amendment No. 5, dated as of February 24, 2021, Amendment No. 6, dated as of June 23, 2021, Amendment No. 7, dated as of June 29, 2023, and Amendment No. 8, dated as of May 21, 2024, among ENERGYSOUTHGROSVENOR CAPITAL MANAGEMENT HOLDINGS, INC.LLLP, a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited liability limited partnership (the “Subsidiary Borrower”), and together with the Parent BorrowerGROSVENOR HOLDINGS, the L.L.C., an Illinois limited liability company (“BorrowersHoldings I”), GROSVENOR HOLDINGS II, L.L.C., a Delaware limited liability company (“Holdings II”), GCM GROSVENOR MANAGEMENT, LLC, a Delaware limited liability company (“Holdings III”), GCM GROSVENOR HOLDINGS,PROGRESS SUBSIDIARY LLC, a Delaware limited liability company (“GCMH GP”), GCM, L.L.C., a Delaware limited liability company (“GCM LLC”), the several banks,Holdings IV”), the Parent GPs party hereto, the banks and other financial institutions and lenders other investors from time to time party parties hereto as lenders (each a “Lender” and, collectively, the “Lenders”; each as hereinafter further defined), REGIONS BANKM▇▇▇▇▇ S▇▇▇▇▇▇ SENIOR FUNDING, in its capacity INC., as administrative agent for the Lenders (the “Administrative Agent”), Collateral Agent and Swingline Lender, and BMO H▇▇▇▇▇ Bank N.A., as issuing bank (a Letter of Credit Issuer and BANK OF MONTREAL, CHICAGO BRANCH, as a Letter of Credit Issuer with respect to the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”)Existing Letters of Credit.
Appears in 1 contract
Schedules. Schedule 1.1-A-1 Credit Suisse Lender Supplement SA-1 Schedule A-2 Atalaya Lender Supplement SA-2 Schedule B – Eligible Receivable Criteria SB-1 Schedule C – Schedule of Receivables SC-1 Schedule D – Location of Receivable Files and Books and Records SD-1 Schedule E – Representations and Warranties Regarding Security Interests SE-1 Schedule F – Servicing Centralization Event Changes SF-1 Schedule G1 – Schedule of Servicer Master Accounts SG-1 Schedule G2 – Schedule of Servicer Deposit Accounts SG-2 Schedule G3 – Schedule of ▇▇▇▇▇▇ Agreements SG-3 Schedule H – List of Subservicers SH-1 Exhibit A Applicable Margins and Applicable Percentages Schedule 1.1-C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit – Funding Request A-1 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee – [Reserved] B-1 Exhibit B-2 - Subsidiary Guarantee – [Reserved] B-2 Exhibit C - Pledge Agreement Exhibit D - Notice – Form of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED CREDIT AGREEMENT C-1 Exhibit D – Accession Agreement D-1 Exhibit E – Conditions to Accession E-1 Exhibit F-1 – Form of Power of Attorney (Borrower – Collateral Agent) F-1 Exhibit F-2 – Form of Power of Attorney (First Heritage – Collateral Agent) F-2 Exhibit F-3 – Form of Power of Attorney (Borrower Loan Trustee – Collateral Agent) F-3 Exhibit F-4 – Form of Power of Attorney (Borrower Loan Trustee – Servicer) F-4 Exhibit F-5 – Form of Power of Attorney (Borrower Loan Trustee – Subservicer) F-5 Exhibit G – Securitization Release G-1 Exhibit H – Form of Monthly Report H-1 Exhibit I – Form of Custodian Certification I-1 Exhibit J – Form of Removal Request J-1 Exhibit K – Form of Prepayment Notice K-1 This Credit Agreement, dated as of July 13, 2022 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) ), is made and entered into as of November 28among First Heritage Financing I, 2007, by and among ENERGYSOUTH, INC.LLC, a Delaware corporation limited liability company, as borrower (the “Parent Borrower”), BAY GAS STORAGE COMPANYFirst Heritage Credit, LTD.LLC, an Alabama a Mississippi limited partnership liability company (“First Heritage”), as servicer (the “Subsidiary Borrower”, and together with the Parent Borrower, the “BorrowersServicer”), the several banks and other financial institutions and Subservicers party hereto as identified in Schedule H hereto, the lenders from time to time party parties hereto (the “Lenders”), REGIONS BANKthe agents for the Lender Groups (as defined herein) from time to time parties hereto (the “Agents”), in its capacity Credit Suisse AG, New York Branch, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and as issuing bank structuring and syndication agent (in such capacity, the “Issuing Bank”), Structuring and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANKComputershare Trust Company, N.A.National Association (“Computershare” acting through its Computershare Corporate Trust division), as paying agent (in its capacity as documentation agent for the Lenders (such capacity, the “Documentation Paying Agent”), image file custodian (in such capacity, the “Image File Custodian”), backup servicer (in such capacity, the “Backup Servicer”) and collateral agent (in such capacity, the “Collateral Agent”), and Wilmington Trust, National Association, not in its individual capacity but solely as borrower loan trustee (in such capacity, the “Borrower Loan Trustee”).
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins 1.01(a) — Existing Letters of Credit Schedule 1.01(b) — Mortgaged Property Schedule 1.01(c) — Refinancing Indebtedness to be Repaid Schedule 1.01(d) — Subsidiary Guarantors Schedule 1.01(e) — Unrestricted Subsidiaries Schedule 2.01(a) — Lenders and Applicable Percentages Commitments Schedule 1.1-2.01(b) — Issuing Banks and L/C Commitments of Lenders Schedule 1.1-RI Refinanced 3.05 — Material Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business 3.06 — Litigation Schedule 4.14 3.08 — Liens on Property Schedule 3.12 — Plans Schedule 3.12(b) — Labor Schedule 3.13(a) — Subsidiaries Schedule 3.13(b) — Other Equity Investments Schedule 3.20(a) — UCC Filing Offices Schedule 3.20(c) — Mortgage Filing Offices Schedule 4.03(a) — Local Counsel Schedule 6.01 — Existing Liens Schedule 6.02 — Existing Investments Schedule 6.03 — Existing Indebtedness Schedule 4.15 Existing Subsidiaries 6.05 — Permitted Dispositions Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS 6.08 — Transactions with Affiliates; Investors Exhibit A-1 - A — Form of Administrative Questionnaire Exhibit B — Form of Assignment and Acceptance Exhibit C — Form of Borrowing Request Exhibit D — Form of Compliance Certificate Exhibit E — Form of Guarantee and Collateral Agreement Exhibit F — Form of Real Estate Local Counsel Opinion Exhibit G — Form of Intercompany Note Exhibit H — Form of Interest Election Request Exhibit I-1 — Form of Mortgage Exhibit I-2 — Form of Deed of Trust Exhibit J-1 — Form of Term Note Exhibit J-2 — Form of Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - J-3 — Form of Swingline Note Exhibit B-1 - Parent Guarantee K — Form of U.S. Tax Compliance Certificate Exhibit B-2 - Subsidiary Guarantee L — Form of Solvency Certificate Exhibit C - Pledge M — Form of Letter of Credit Report Exhibit N — Form of Letter of Credit Notice Exhibit O — Auction Procedures Exhibit P — Form of Escrow Agreement Exhibit D - Notice Q — Form of Revolving Borrowing Exhibit E - Assignment Closing Date Side Letter CREDIT AGREEMENT, dated as of October 9, 2012 (as amended by Amendment No. 1 on February 8, 2013, as further amended by Amendment No. 2 on February 14, 2014 and Acceptance THIS AMENDED AND RESTATED CREDIT AGREEMENT as further amended by Amendment No. 3, dated as of February 4, 2016 and effective as of [ ](this 2)), among ADS WASTE ESCROW CORP. II, a Delaware corporation (the “AgreementEscrow Borrower”) is made (which on the Acquisition Date (as defined below) shall be merged with and entered into as of November 28, 2007, by and among ENERGYSOUTHADS WASTE HOLDINGS, INC., a Delaware corporation (the “Parent BorrowerADS”)), BAY GAS STORAGE COMPANYupon the effectiveness of the Joinder Agreement (as defined below), LTDADVANCED DISPOSAL WASTE HOLDINGS CORP., an Alabama limited partnership a Delaware corporation (“ADS Holdings” and, upon the effectiveness of the Joinder Agreement, “Subsidiary Borrower”, and together with the Parent Borrower, the “BorrowersIntermediate Holdings”), the several banks Lenders (such term and each other financial institutions and lenders from time to time party hereto (capitalized term used but not defined in this introductory statement having the “Lenders”meaning given it in Article I), REGIONS BANKand DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”)) and as collateral agent (in such capacity, as issuing bank (including any successor thereto, the “Issuing BankCollateral Agent”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent ) for the Lenders (this “Agreement”). The Escrow Borrower has requested that the Lenders extend credit in the form of (a) Original Term Loans on the Closing Date, in an aggregate principal amount not in excess of $1,800,000,000 and (b) Revolving Commitments on the Closing Date, which shall be available as Revolving Loans at any time on and after the Acquisition Date and from time to time prior to the Revolving Credit Maturity Date in an aggregate principal amount at any time outstanding not in excess of $300,000,000. The Escrow Borrower has requested that the Swingline Lender extend credit at any time after the Acquisition Date and from time to time prior to the Revolving Credit Maturity Date, in the form of Swingline Loans, in an aggregate principal amount at any time outstanding not in excess of $30,000,000. The Escrow Borrower has requested that the Issuing Bank issue Letters of Credit on and after the Acquisition Date in an aggregate face amount at any time outstanding not in excess of $100,000,000, to support payment obligations incurred in the ordinary course of business by the Borrower and the Restricted Subsidiaries. Concurrently with the initial funding under this Agreement on the Closing Date, the Escrow Borrower will enter into the Escrow Agreement with the Administrative Agent, pursuant to which (i) the Escrow Borrower will deposit with the Administrative Agent into the Escrow Account the proceeds of the Loans made on the Closing Date and (ii) the Escrow Borrower will deposit into the Escrow Account such additional amounts on the Closing Date and thereafter as required under the Escrow Agreement. The funds in the Escrow Account (all such funds, the “Syndication AgentEscrow Funds”)) will be released in accordance with the terms of the Escrow Agreement and will be used, together with up to $75,000,000 of the Revolving Loans, on the Acquisition Date to pay Transaction Costs, Letters of Credit are to be issued on the Acquisition Date to replace or backstop Existing Letters of Credit, and JPMORGAN CHASE BANKthe proceeds of the Revolving Loans, N.A.Letters of Credit and the Swingline Loans are to be used after the Acquisition Date for working capital and other general corporate purposes of the Borrower and the Restricted Subsidiaries, in its capacity as documentation agent for including the Lenders (the “Documentation Agent”)financing of permitted acquisitions and other permitted investments.
Appears in 1 contract
Sources: Credit Agreement (Advanced Disposal Services, Inc.)
Schedules. Schedule 1.1-A I - List of Applicable Margins and Applicable Percentages Lending Offices Schedule 1.1-C Commitments II - Commitment Schedule Schedule III - Fronting Commitment Schedule Schedule IV - Existing Letters of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Credit Exhibit A-1 - Revolving Credit Note (Parent Borrower) Form of Notice of Borrowing Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Form of Notice of Conversion Exhibit A-3 - Swingline Note Form of Request for Issuance Exhibit B-1 B - Parent Guarantee Form of Assignment and Assumption Exhibit B-2 C-1 - Subsidiary Guarantee [Reserved] Exhibit C C-3 - Pledge Agreement [Reserved] Exhibit D - Notice [Reserved] Exhibit E-1 - Form of Revolving Borrowing U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit E E-2 - Assignment and Acceptance THIS Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit E-3 - Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit E-4 - Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into AGREEMENT, dated as of November 28September 14, 20072018, by and among ENERGYSOUTHENTERGY LOUISIANA, INC.LLC, a Delaware corporation Texas limited liability company (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “LendersBanks”) listed on the signature pages hereof, Citibank, N.A. (“Citibank”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent ) for the Lenders (the “Syndication Agent”as defined below) hereunder, ▇▇▇▇▇ Fargo Bank, National Association and BNP Paribas, as LC Issuing Banks (as defined below), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”)other LC Issuing Banks parties hereto from time to time.
Appears in 1 contract
Schedules. The Schedules to this Agreement are as follows:
(a) Working Capital Assets and Liabilities Schedule 1.13.2
(b) Intangible Assets Schedule 3.2(c)(i) Lands Schedule 3.2(c)(ii) Permits Schedule 3.2(c)(iii) ▇▇▇▇▇ Equipment Schedule 3.4 Excluded ▇▇▇▇▇ Assets Schedule 4.2(a)(i) ▇▇▇▇▇ Equipment Acquired between Valuation Date and Date of Agreement Schedule 4.2(b)(i) ▇▇▇▇▇ Equipment Disposed of between Valuation Date and Date of Agreement Schedule 4.4 Rights and Restrictions of Preferred Shares Schedule 5.2(a)(i) Fixed Assets other than ▇▇▇▇▇ Equipment Acquired between Valuation Date and Date of Agreement Schedule 5.2(b)(i) Fixed Assets other than ▇▇▇▇▇ Equipment Disposed of between Valuation Date and Date of Agreement Schedule 5.5 Escrow Agreement Schedule 7.1 Assumption and Indemnity Agreements Schedule 7.1(b) Assumed ▇▇▇▇▇ Liabilities Schedule 8.3 Allocation of the SLEC Assets Purchase Price Schedule 11.2 ▇▇▇▇▇ Consents Schedule 11.3(a) Contracts: Part 1 - Assumed Contracts Part 2 - Contracts Not Assumed by L-P Engineered Wood Schedule 11.4(d) Aboriginal Land Claims Schedule 11.5 Capital Leases: Part 1 - Assumed Valuation Date Capital Leases Part 2 - Capital Leases as at Valuation Date Not Assumed by L-P Engineered Wood Part 3 - Capital Leases between Valuation Date and Date of Agreement Assumed by L-P Engineered Wood Part 4 - Capital Leases between Valuation Date and Date of Agreement Not Assumed by L-P Engineered Wood Part 5 - SLEC Capital Leases Schedule 11.6 ▇▇▇▇▇ Litigation Schedule 11.7 ▇▇▇▇▇ Non-Compliance with Laws and Regulations Schedule 11.8 Environmental Disclosures Part 1 - Disclosures for which L-P Engineered Wood Assumes Liability Part 2 - Disclosures for which L-P Engineered Wood Does Not Assume Liability Schedule 11.8(c) Environmental Permits Schedule 11.10 Condition of Assets Schedule 11.12 Labour Relations Schedule 11.13 Salaried Employees Schedule 11.14 Employee Plans Schedule 11.15 Employment Obligations Schedule 11.17 Year 2000 Compliance Schedule 11.18 Financial Statements Schedule 11.26 SLEC Assets Schedule 13.14 Promissory Note [The Schedules listed above are not being filed with this Agreement. A Applicable Margins and Applicable Percentages copy of any such Schedule 1.1will be furnished supplementally to the Commission upon request.] PART B - SALE OF ▇▇▇▇▇ ASSETS BY ▇▇▇▇▇ TO L-C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Exhibit D - Notice of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of November 28, 2007, by and among ENERGYSOUTH, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).P ENGINEERED WOOD
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins 1.01(a) — ESOP Plan Documents Schedule 1.01(b) — Subsidiary Guarantors Schedule 1.01(c) — Existing Letters of Credit Schedule 2.01 — Lenders and Applicable Percentages Commitments Schedule 1.1-C Commitments of Lenders 3.04(b) — Material Contracts Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing 3.08(a) — Subsidiaries Schedule 7.2 3.08(b) Insignificant Subsidiaries Schedule 3.09 — Material Litigation Schedule 3.17 — Material Environmental Matters Schedule 3.18 — Insurance Schedule 3.19(a) — UCC Filing Offices Schedule 3.20(a) — Owned Real Property Schedule 3.20(b) — Leased Real Property Schedule 3.23 — Certain ESOP Plan Documents Exceptions Schedule 6.01 — Indebtedness Existing on the Closing Date Schedule 6.02 — Liens Existing on the Closing Date Schedule 7.5 6.04 — Investments Existing Contractual Restrictions on the Closing Date EXHIBITS Exhibit A-1 - Revolving Credit Note (Parent Borrower) A — Form of Administrative Questionnaire Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Exhibit D - Notice B — Form of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS Exhibit C — Form of Borrowing Request Exhibit D — Form of Guarantee Agreement Exhibit E — Form of Security Agreement Exhibit F — Form of Notice of Conversion/Continuation Exhibit G — Form of Notice of Prepayment Exhibit H — Form of Opinion of Holland & Knight LLP Exhibit I-1 — Form of Revolving Promissory Note Exhibit I-2 — Form of Incremental Term Note Exhibit J — Form of Intercreditor Agreement AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28March 11, 20072011, by and among ENERGYSOUTH, INC.ALION SCIENCE AND TECHNOLOGY CORPORATION, a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANYthe LENDERS (as defined in Article I) and CREDIT SUISSE AG, LTD.CAYMAN ISLANDS BRANCH, an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”)) for the Lenders. The Borrower, as issuing bank the Administrative Agent and certain lenders party thereto (the “Original Lenders”) have previously entered into the Existing Credit Agreement (such term, and each other capitalized term used but not defined in this introductory statement having the meaning assigned thereto in Article I), under which (a) the Original Lenders agreed to extend credit in the form of Revolving Loans at any time and from time to time prior to the Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $25,000,000, (b) the Swingline Lender agreed to extend credit, at any time and from time to time prior to the Maturity Date, in the form of Swingline Loans, in an aggregate principal amount at any time outstanding not in excess of $5,000,000, and (c) the Issuing Bank agreed to issue Letters of Credit, in an aggregate face amount at any time outstanding not in excess of $10,000,000. The Borrower has requested (a) Incremental Commitments pursuant to Section 2.23 in the form of Revolving Credit Commitments in the aggregate principal amount of $10,000,000, and (b) that the Issuing Bank agree to increase the L/C Commitment to $35,000,000. The proceeds of the Loans are to be used solely for ongoing working capital needs and other general corporate purposes, including to finance Permitted Acquisitions. The Letters of Credit will be used solely to support payment obligations incurred in the ordinary course of business by the Borrower and the Subsidiaries. The Incremental Lender (as defined in the Incremental Assumption and Amendment Agreement) is willing to provide the Incremental Commitments to the Borrower for the purposes set forth above, and the Issuing Bank is willing to increase the aggregate face amount of Letters of Credit that may be outstanding at anytime hereunder, in each case subject to the terms and conditions set forth herein. The Borrower, the Lenders and the Incremental Lender desire to amend and restate the Existing Credit Agreement in the form hereof to, among other things, provide for the Incremental Commitments and increase the L/C Commitment of the Issuing Bank”). The amendment and restatement of the Existing Credit Agreement evidenced by this Agreement shall become effective as provided in the Incremental Assumption and Amendment Agreement; provided, however, that if the Restatement Effective Date does not occur on or before March 11, 2011, then this Agreement shall be of no force and effect and the Existing Credit Agreement shall continue in full force and effect. Accordingly, the parties hereto agree as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).follows:
Appears in 1 contract
Schedules. Schedule 1.11.01B - Consolidated EBITDA; Non-A Applicable Margins and Applicable Percentages Cash Accounting Adjustments in Respect of the Acquisition Schedule 1.1-C Commitments of Lenders 1.01C - Refinanced Agreements Schedule 1.1-RI Refinanced Indebtedness 1.01D - Management Group Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing 1.01F - Insignificant Subsidiaries Schedule 7.2 1.01G - Historical Financial Covenant Information Schedule 5.02 - Required Consents, Authorizations, Notices and Filings Schedule 5.04 - Defaults, Etc. Schedule 5.05 - Certain Liabilities Schedule 5.08 - Litigation Schedule 5.09 - Taxes Schedule 5.10 - Compliance with Law Schedule 5.11 - ERISA Schedule 5.12 - Subsidiaries Schedule 5.16 - Environmental Matters Schedule 5.17 - Intellectual Property Schedule 5.20(c) - Mortgage Recordings Schedule 5.21 - Ownership of Holdings Schedule 5.22 - Broker's Fees Schedule 6.10(b) - Exceptions to Additional Security Schedule 7.02 - Existing Liens Schedule 7.5 7.05 - Scheduled Asset Dispositions Schedule 7.06 - Existing Contractual Restrictions EXHIBITS Investments Schedule 7.09 - Transactions with Affiliates EXHIBITS: Exhibit A-1 A - Revolving Form of Opinion of Counsel for the Borrower and the Other Credit Note (Parent Borrower) Parties Exhibit A-2 B - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Form of Guaranty Exhibit C - Pledge Form of Credit Party Accession Agreement Exhibit D - Notice Form of Revolving Borrowing Subordinated Debenture Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED CREDIT Form of Solvency Certificate Exhibit F - Form of Secretary's Certificate Exhibit G Wire Transfer Instructions LOAN AGREEMENT (this “Agreement”) This Loan Agreement is made and entered into dated as of November 28March 31, 20072004 and is among THE ▇▇▇▇▇▇▇ COMPANIES, by and among ENERGYSOUTHINC. ("Holdings"), ▇▇▇▇▇▇▇ INVESTMENT COMPANY ("Intermediate Holdings"), THE ▇▇▇▇▇▇▇ GROUP, INC., a Delaware corporation (the “Parent "Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”"), and ALLIED CAPITAL CORPORATION ("Allied Capital"). Pursuant to Section 1.7(c)(iii) of the Agreement and Plan of Merger dated as swingline lender of February 14, 2004 among AcquisitionCo, Target, Allied Capital and the other sellers party thereto, upon consummation of the Acquisition (the “Swingline Lender”as defined herein), SUNTRUST BANKa number of shares of stock in Target held by Allied Capital will be cancelled in exchange for subordinated debentures of the Borrower having the terms set forth in this Agreement. Accordingly, in its capacity connection with the Acquisition, the parties hereto agree as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).follows:
Appears in 1 contract
Schedules. Schedule 1.11.01(a) — [Reserved] Schedule 2.01 — Commitments Schedule 3.12 — Subsidiaries Schedule 5.14 — Certain Post-A Applicable Margins and Applicable Percentages Closing Obligations Schedule 1.1-C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 6.01 — Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 — Existing Liens Schedule 7.5 6.04(e) — Existing Contractual Investments Schedule 6.08 — Existing Affiliate Transactions Schedule 6.09 — Existing Restrictions EXHIBITS Schedule 9.01 — Notices EXHIBITS: Exhibit A-1 - Revolving Credit Note (Parent Borrower) A Form of Assignment and Assumption Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) B Form of Guarantee Agreement Exhibit A-3 - Swingline C [Reserved] Exhibit D [Reserved] Exhibit E Form of Collateral Agreement Exhibit F Form of Borrowing Request Exhibit G [Reserved] Exhibit H [Reserved] Exhibit I [Reserved] Exhibit J Form of Interest Election Request Exhibit K [Reserved] Exhibit L [Reserved] Exhibit M Form of Solvency Certificate Exhibit N Form of Intercompany Note Exhibit B-1 - Parent Guarantee O [Reserved] Exhibit B-2 - Subsidiary Guarantee P [Reserved] Exhibit C - Pledge Agreement Q [Reserved] Exhibit D - Notice R [Reserved] Exhibit S [Reserved] Exhibit T [Reserved] Exhibit U [Reserved] Exhibit V [Reserved] Exhibit W-1 Form of Revolving Borrowing United States Tax Compliance Certificate 1 Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED W-2 Form of United States Tax Compliance Certificate 2 Exhibit W-3 Form of United States Tax Compliance Certificate 3 Exhibit W-4 Form of United States Tax Compliance Certificate 4 SUPER SENIOR CREDIT AGREEMENT dated as of March 6, 2020 (as amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”) is made and entered into as of November 28), 2007among CPI Card Group Inc., by and among ENERGYSOUTHa Delaware corporation (“Holdings”), INC.CPI Acquisition, Inc., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”Lenders party hereto, and together with the Parent BorrowerGuggenheim Credit Services, LLC, as administrative agent (in such capacity, the “BorrowersAdministrative Agent”), ) for the several banks and other financial institutions and lenders from time to time party hereto to this Agreement that extend Term Loans to the Borrower (collectively, the “Lenders” and individually each a “Lender”)) and as collateral agent (in such capacity, REGIONS BANK, in its capacity as administrative agent the “Collateral Agent”) for the Lenders (Secured Parties under the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”)Security Documents.
Appears in 1 contract
Sources: Super Senior Credit Agreement (CPI Card Group Inc.)
Schedules. Schedule 1.11.1(a) Mortgaged Properties Schedule 1.1(b) Revolving Credit Commitments and Term Loan Commitments Schedule 1.1(c) Existing Letters of Credit Schedule 1.1(d) Existing Specified Hedge Agreements Schedule 8.12 Subsidiaries Schedule 8.16(b) UCC Filing Jurisdictions Schedule 8.16(c) Mortgage Recording Jurisdictions Schedule 9.20 Post-A Applicable Margins and Applicable Percentages Closing Covenants Schedule 1.1-C Commitments of Lenders Schedule 1.1-RI Refinanced 10.1 Closing Date Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing 10.2 Closing Date Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS 10.5 Closing Date Investments Exhibit A-1 - Revolving Credit Note (Parent Borrower) A Form of Assignment and Acceptance Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) B Form of Guarantee Agreement Exhibit A-3 - Swingline Note C-1 Form of Security Agreement Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - C-2 Form of Pledge Agreement Exhibit D - Form of Notice of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED Form of Mortgage (Real Property) Exhibit F Form of Perfection Certificate Exhibit G Form of Letter of Credit Request Exhibit H-1 Form of Pari Passu Intercreditor Agreement Exhibit H-2 Form of Second Lien Intercreditor Agreement Exhibit I Form of U.S. Tax Compliance Certificate Exhibit J-1 Form of Borrower Closing Certificate Exhibit J-2 Form of Credit Party Closing Certificate Exhibit K-1 Form of Promissory Note (Term Loans) Exhibit K-2 Form of Promissory Note (Revolving Credit Loans) Exhibit L Form of Solvency Certificate CREDIT AGREEMENT (this “Agreement”) is made and entered into AGREEMENT, dated as of July 17, 2012, as amended by the First Amendment, dated as of April 1, 2013, the Second Amendment, dated as of November 2827, 20072013, by the Third Amendment, dated as of May 21, 2015, the Fourth Amendment, dated as of July 1, 2015, the Fifth Amendment, dated as of May 11, 2016, and the Sixth Amendment, dated as of August 19, 2016 among ENERGYSOUTHWIDEOPENWEST FINANCE, LLC, a Delaware limited liability company (the “Borrower”), RACECAR ACQUISITION, LLC, a Delaware limited liability company (“Holdings”), WIDEOPENWEST KITE INC., a Delaware corporation (the “Parent Borrower”)including as successor by merger to WIDEOPENWEST CLEVELAND, BAY GAS STORAGE COMPANY, LTDINC., an Alabama limited partnership WIDEOPENWEST ILLINOIS, INC., WIDEOPENWEST NETWORKS, INC., WIDEOPENWEST OHIO, INC. and WOW SIGECOM, INC.) (the “Subsidiary Borrower”, and together with the Parent Borrower, the “BorrowersWOW Knology Parent”), the several banks and other financial lending institutions and lenders from time to time party parties hereto (each a “Lender” and, collectively, the “Lenders”), REGIONS BANKand CREDIT SUISSE AG, in its capacity as administrative agent for the Lenders (the “Administrative Agent”). The Borrower, as issuing bank Kingston Merger Sub, Inc., a Delaware corporation (the “Issuing BankMerger Sub”), and as swingline lender Knology, Inc., a Delaware corporation (the “Swingline LenderCompany”) have entered into an Agreement and Plan of Merger dated as of April 18, 2012 (the “Merger Agreement”), SUNTRUST BANK, in its capacity as syndication agent for pursuant to which the Lenders Borrower has agreed to acquire (the “Syndication AgentAcquisition”)) the Company. In connection with the Acquisition, and JPMORGAN CHASE BANKon the Closing Date, N.A., in its capacity as documentation agent for the Lenders Company will be merged (the “Documentation AgentMerger”) with and into Merger Sub, with the Company surviving as a direct wholly owned Subsidiary of the Borrower. In connection with the Acquisition and the refinancing of the Existing Credit Facilities (this and other capitalized terms used herein having the meanings given to them in Section 1.1 below)., the Borrower has requested the Lenders to extend credit in the form of (a) Term Loans, in an initial aggregate principal amount of $1,920,000,000 and (b) Revolving Credit Loans made available to the Borrower at any time and from time to time prior to the applicable Maturity Date, in an initial aggregate principal amount outstanding at any time prior to the Non-Extended Revolving Credit Maturity Date not in excess of $200,000,000 less the aggregate Letters of Credit Outstanding at such time. The Borrower has requested the Letter of Credit Issuer to issue Letters of Credit at any time and from time to time prior to the L/C Maturity Date, in an aggregate face amount at any time outstanding not in excess of the Letter of Credit Commitment. The proceeds of the Term Loans, together with the proceeds of the Equity Contribution and the proceeds of the Senior Unsecured Notes and the Senior Subordinated Notes issued on the Closing Date, will be used by the Borrower solely to effect the Refinancing Transactions and the Acquisition and to pay Transaction Expenses. Proceeds of Revolving Credit Loans will be used solely for general corporate purposes of Holdings, the Borrower and its Restricted Subsidiaries (including Permitted Acquisitions, capital expenditures and repayments of Indebtedness not prohibited hereunder) and to pay Transaction Expenses to the extent permitted herein. Letters of Credit will be used by the Borrower for general corporate purposes. The parties hereto hereby agree as follows:
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins I - Commitments and Applicable Percentages Lending Offices Schedule 1.1-C Commitments of Lenders II - Borrowing Base Assets Schedule 1.1-RI Refinanced Indebtedness III - Designated Joint Ventures Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing 4.01(b) - Subsidiaries Schedule 7.2 4.01(f) - Disclosed Litigation Schedule 4.01(n) - Existing Debt Schedule 4.01(o) - Surviving Debt Schedule 4.01(p) - Existing Liens Schedule 7.5 4.01(q) - Owned Real Property Schedule 4.01(r) - Leased Real Property Schedule 4.01(s) - Environmental Concerns Schedule 4.01(x) - Existing Contractual Restrictions Loans to Directors and Executive Officers Schedule 4.01(y) - Excluded Subsidiaries and Excluded Subsidiary Agreements Schedule 4.01(z) - Plans and Welfare Plans EXHIBITS Exhibit A-1 A - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Form of Note Exhibit B-1 B - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Form of Notice of Borrowing Exhibit C - Pledge Agreement Form of Guaranty Supplement Exhibit D - Notice Form of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED Exhibit E-1 - Form of Opinion of ▇▇▇▇▇▇▇, Diamond & Ash Exhibit E-2 - Form of Opinion of King & ▇▇▇▇▇▇▇▇▇ LLP Exhibit E-3 - Form of Opinion of Local Counsel for the Loan Parties Exhibit F - Form of Security Agreement Exhibit G - Form of Mortgage Exhibit H - Form of Assignment of Leases Exhibit I - Form of Borrowing Base Certificate Great Wolf Senior Secured Revolving Credit Facility REVOLVING CREDIT AGREEMENT REVOLVING CREDIT AGREEMENT dated as of December 20, 2004 (this “Agreement”"AGREEMENT") is made and entered into as of November 28among GWR OPERATING PARTNERSHIP, 2007L.L.L.P., by and among ENERGYSOUTHa Delaware limited liability limited partnership (the "BORROWER"), GREAT WOLF RESORTS, INC., a Delaware corporation (the “Parent Borrower”"PARENT GUARANTOR"), BAY GAS STORAGE COMPANYthe entities listed on the signature pages hereof as the subsidiary guarantors (together with any Additional Guarantors (as hereinafter defined) acceding hereto pursuant to Section 7.05, LTD.the "SUBSIDIARY GUARANTORS" and, an Alabama limited partnership together with the Parent Guarantor, the "GUARANTORS"), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the initial lenders (the “Subsidiary Borrower”"INITIAL LENDERS"), the Swing Line Bank (as hereinafter defined), CITICORP NORTH AMERICA, INC. ("CNAI"), as the initial issuer of Letters of Credit (as hereinafter defined) (the "INITIAL ISSUING BANK"), CNAI, as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the "ADMINISTRATIVE AGENT") for the Lender Parties (as hereinafter defined), CNAI, as collateral agent (together with any successor collateral agent appointed pursuant to Article VIII, the "COLLATERAL AGENT", and together with the Parent BorrowerAdministrative Agent, the “Borrowers”"AGENTS") for the Secured Parties (as hereinafter defined), the several banks Societe Generale, as syndication agent, CALYON NEW YORK BRANCH, as documentation agent, and other financial institutions and lenders from time to time party hereto CITIGROUP GLOBAL MARKETS INC. (the “Lenders”"CGMI"), REGIONS BANKSG AMERICAS SECURITIES, in its capacity as administrative agent for the Lenders LLC (the “Administrative Agent”"SG AMERICAS") and CALYON NEW YORK BRANCH ("CALYON"), as issuing bank joint lead arrangers and joint book running managers (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”"ARRANGERS").
Appears in 1 contract
Sources: Revolving Credit Agreement (Great Wolf Resorts, Inc.)
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages 2.01 -- Commitments Schedule 1.1-C Commitments of Lenders 2.04 -- Borrower's Wire Instructions for Initial Borrowing Schedule 1.1-RI Refinanced Indebtedness 3.13 -- Borrower's Participating Subsidiaries Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business 3.14 -- Borrower's Inactive Subsidiaries Schedule 4.14 6.01 -- Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 -- Existing Liens Schedule 7.5 6.08 -- Existing Contractual Restrictions EXHIBITS EXHIBITS: Exhibit A-1 A - Revolving Credit Note (Parent Borrower) Additional Stock Letter Agreement Exhibit A-2 B - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Form of Assignment and Acceptance Exhibit C - Pledge Cadiz Reaffirmation Agreement Exhibit D - Notice of Revolving Borrowing Fee Warrant Certificate Exhibit E - Assignment Tranche A Note, with Amendments thereto (previously executed) Exhibit F - Tranche B Note Exhibit G - Purchaser Certificate Exhibit H - Registration Rights Addendum Exhibit I - Fourth Amendment to Revolving Credit Note Exhibit J - Fourth Modification of Pledge and Acceptance THIS Security Agreement Exhibit K - Fourth Modification of Revolver Deed of Trust Exhibit L - Fourth Modification of Revolver SWFG Deed of Trust Exhibit M - Fourth Modification of Revolver Piute Deed of Trust Exhibit N - Form of Opinion of Borrower's Counsel FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28March 7, 20072002, by and among ENERGYSOUTHCADIZ INC. (f/k/a Cadiz Land Company, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”Inc.), the several banks LENDERS party hereto, and other financial institutions and lenders from time to time party hereto ING BARING (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders U.S.) CAPITAL LLC. (the “Administrative Agent”f/k/a ING Baring (U.S.) Capital Corporation), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Administrative Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).
Appears in 1 contract
Sources: Credit Agreement (Cadiz Inc)
Schedules. Schedule 1.11.01(a) Refinancing Indebtedness to Be Repaid Schedule 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Existing Letters of Credit Schedule 3.09 Material Agreements Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents Schedule 4.01(g) Local Counsel Opinions Schedule 5.15 Post-A Applicable Margins and Applicable Percentages Closing Matters Schedule 1.1-C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 6.01(b) Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02(c) Existing Liens Schedule 7.5 6.04(b) Existing Contractual Restrictions EXHIBITS Investments Exhibit A-1 - A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Intercompany Note Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Non-Bank Certificate Exhibit K-1 Form of Term Note Exhibit K-2 Form of Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - K-3 Form of Swingline Note Exhibit B-1 - Parent Guarantee L-1 Form of Perfection Certificate Exhibit B-2 - Subsidiary Guarantee L-2 Form of Perfection Certificate Supplement Exhibit C - Pledge M Form of Security Agreement Exhibit D - Notice N Form of Revolving Borrowing Opinion of Company Counsel Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED O Form of Solvency Certificate This CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28January 31, 2007, by and among ENERGYSOUTHON ASSIGNMENT, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANYthe Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), LTD.the Lenders, an Alabama limited partnership UBS SECURITIES LLC, as lead arranger (the in such capacity, “Subsidiary BorrowerArranger”, ) and as syndication agent (together with the Parent Borrowerany successor in such capacity, the “BorrowersSyndication Agent”), the several banks and other financial institutions and lenders from time to time party hereto UBS LOAN FINANCE LLC, as swingline lender (the in such capacity, “LendersSwingline Lender”), REGIONS BANK OF AMERICA, N.A. and SUNTRUST BANK, each as a co-documentation agent (each in its capacity as administrative agent for the Lenders (the “Administrative such capacity, a”Co-Documentation Agent”)) and UBS AG, STAMFORD BRANCH, as issuing bank (the together with any successor in such capacity, “Issuing Bank”), and as swingline lender administrative agent (the in such capacity, “Swingline LenderAdministrative Agent”), SUNTRUST BANK, in its capacity as syndication agent ) for the Lenders and as collateral agent (the together with any successor in such capacity, “Syndication Collateral Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent ) for the Lenders (Secured Parties and the “Documentation Agent”)Issuing Bank.
Appears in 1 contract
Sources: Credit Agreement (On Assignment Inc)
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages -- Effective Date Capitalization Table Schedule 1.1-C B -- Material Leased Real Property Schedule 1.6 -- Consolidated EBITDA Schedule 2.1 -- Revolving Commitments Schedule 3.1(b) -- UCC Filing Jurisdictions Schedule 4.1(a) -- Corporate Structure/Capitalization Table Schedule 4.3(a) -- Governmental Approvals Schedule 4.3(c) -- Conflicts with Agreements Schedule 4.4(f) -- Material Adverse Changes since December 31, 1997 Schedule 4.5(a) -- Title to Property Schedule 4.5(c) -- Addresses of Lenders Real Property Schedule 1.1-RI Refinanced Indebtedness 4.5(d) -- Bank Accounts Schedule 4.1 Jurisdictions of Organization 4.6(a) -- Litigation Schedule 4.6(b) -- Environmental Matters Schedule 4.7 -- Compliance with Laws and Qualification to Transact Business Agreements Schedule 4.14 Existing Indebtedness 4.12 -- Insurance Schedule 4.15 Existing Subsidiaries 4.15(a) -- Certificated Securities; Intercompany Notes; Instruments Schedule 7.2 6.2 -- Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS 6.7(a)(vii) -- Permitted Payments Schedule 6.8 -- Transactions with Affiliates EXHIBITS: Exhibit A-1 - A -- Form of Assignment and Acceptance Exhibit B -- Form of Borrowing Request Exhibit C -- Form of Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) D -- Form of Guaranty, Indemnity and Subordination Agreement Exhibit A-3 - Swingline E -- Form of Pledge and Security Agreement Exhibit F -- Form of Intercompany Note Exhibit B-1 - Parent Guarantee G -- Form of Closing Certificate Exhibit B-2 - Subsidiary Guarantee H -- Form of Compliance Certificate Exhibit C - Pledge Agreement I -- Form of Opinion of Counsel for the Loan Parties Exhibit D - J -- Form of Opinion of FDA Counsel for the Loan Parties Exhibit K -- Form of Perfection Notice Exhibit L -- Form of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED Tax Distribution Certificate CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28April 23, 20071998, by and among ENERGYSOUTHGLOBAL HEALTH SUB, INC., a Delaware corporation (the “Parent as Borrower”), BAY GAS STORAGE COMPANYGLOBAL HEALTH SCIENCES, LTDINC., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the as Parent BorrowerGuarantor, the “Borrowers”)LENDERS party hereto, the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”)CITICORP USA, REGIONS BANKINC., in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANKCITIBANK, N.A., as Issuing Bank, and BANK OF AMERICA NT&SA, as Documentation Agent. The Borrower has requested (a) the Lenders to extend credit in its capacity the form of Loans during the Revolving Availability Period in an aggregate principal amount at any time outstanding (less the amount of LC Exposure, as documentation agent hereafter defined, at such time) not in excess of $50,000,000, and (b) the Issuing Bank to issue Letters of Credit during the LC Availability Period in an aggregate face amount at any time outstanding not in excess of $10,000,000. The Lenders are willing to extend such credit to the Borrower and the Issuing Bank is willing to issue Letters of Credit for the Lenders (account of the “Documentation Agent”).Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages 1.01(a) Additional Cost Schedule 1.1-C 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Mortgaged Properties Schedule 1.01(d) Existing Letters of Credit Schedule 1.01(e) Certain Countries Schedule 1.01(f) Inactive Subsidiaries Schedule 1.01(g) Subordination Provisions Schedule 2.01(a) Lenders; Commitments Schedule 2.01(b) Sublimits for Alternative Currency Extensions of Lenders Credit Schedule 1.1-RI Refinanced 3.08 Subsidiaries Schedule 3.09 Litigation Schedule 3.17 Environmental Matters Schedule 3.18 Insurance Schedule 3.19(d) Mortgage Filing Offices Schedule 3.20(a) Owned Real Property Schedule 3.20(b) Leased Real Property Schedule 4.02(a) Local Counsel Schedule 6.01 Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing 6.02 Liens Schedule 7.5 Existing Contractual Restrictions 6.04 Investments EXHIBITS Exhibit A-1 - Revolving Credit Note (Parent Borrower) A Form of Assignment and Acceptance Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee B Form of Borrowing Request Exhibit C - Form of Indemnity, Subrogation and Contribution Agreement Exhibit D Form of Mortgage Exhibit E Form of Pledge Agreement Exhibit D - Notice F Form of Revolving Borrowing Security Agreement Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED G Form of Subsidiary Guarantee Agreement Exhibit H Form of Terex Guarantee Exhibit I-1 Form of Opinion of ▇▇▇▇ ▇▇▇▇▇ Exhibit I-2 Form of Local Counsel Opinion CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28March 6, 20071998, by and among ENERGYSOUTH, INC.TEREX CORPORATION, a Delaware corporation (the “Parent Borrower”"Terex"), BAY GAS STORAGE COMPANYTEREX EQUIPMENT LIMITED, a company organized under the laws of Scotland (the "Scottish Borrower"), P.P.M. S.A., a company organized under the laws of the Republic of France (the "French Borrower"), UNIT RIG (AUSTRALIA) PTY. LTD., an Alabama limited partnership a company organized under the laws of the New South Wales, Australia (the “Subsidiary "Australian Borrower”"), and P.P.M. Sp.A., a company organized under the laws of the Republic of Italy (the "Italian Borrower"), the Lenders (as defined in Article I), the Issuing Banks (as defined in Article I) and CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland, acting through its New York branch ("CSFB"), as administrative agent (in such capacity, the "Administrative Agent") and as collateral agent (in such capacity, the "Collateral Agent") for the Lenders. Terex intends to (a) refinance indebtedness outstanding under the Existing Credit Agreement (such term and each other capitalized term used but not defined herein having the meaning given it in Article I) and (b) offer to purchase (the "Debt Tender Offer") all its outstanding 13-1/4% Senior Secured Notes due 2002 (the "Existing Notes") and, in connection therewith, seek the consent (the "Consent Solicitation") of the holders of the Existing Notes to amend certain of the provisions of the indenture (the "Existing Note Indenture") governing the Existing Notes. Certain of the Subsidiary Borrowers intend to refinance (together with the Parent Borrowerrefinancing referred to in clause (a) of the preceding sentence, the “Borrowers”"Refinancing") certain of their existing indebtedness. In addition, following the Closing Date, Terex intends to acquire (the "Acquisition") all the outstanding capital shares of O&K Mining from O&K ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇ and to issue the Senior Subordinated Notes. The Borrowers have requested the Lenders to extend credit in the form of (a) Tranche A Term Loans to be made on the Closing Date and on one other day during the Tranche A Term Loan Availability Period, in an aggregate principal amount not in excess of $175,000,000 (or the Dollar Equivalent thereof in Alternative Currencies), (b) Tranche B Term Loans to be made on the several banks Closing Date, in an aggregate principal amount not in excess of $200,000,000, and other financial institutions (c) Revolving Loans to be made at any time and lenders from time to time party hereto during the period from the Closing Date to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $125,000,000 (or the “Lenders”Dollar Equivalent thereof in Alternative Currencies). The Borrowers have requested the A/C Fronting Lenders and the Swingline Lender to extend credit, at any time and from time to time during the period from the Closing Date to the Revolving Credit Maturity Date, in the form of A/C Fronted Loans and Swingline Loans, respectively. The Borrowers have requested the Issuing Banks to issue letters of credit, in an aggregate face amount at any time outstanding not in excess of $35,000,000 (or the Dollar Equivalent thereof in Alternative Currencies), REGIONS BANKto support payment obligations incurred in the ordinary course of business by the Borrowers and their respective Subsidiaries. The proceeds of the Term Loans, in its capacity as administrative agent together with a portion of the Revolving Loans, are to be used solely (a) on the Closing Date, (i) to effect the Refinancing, (ii) to finance the Debt Tender Offer, (iii) to pay related fees and expenses and (iv) for working capital purposes and (b) on the date on which the Acquisition is consummated, to fund a portion of the cash consideration therefor and to pay related fees and expenses, and the proceeds of the Revolving Loans, A/C Fronted Loans and Swingline Loans (other than the Loans used for the purposes previously specified in this sentence) are to be used solely for working capital and other general corporate purposes, including the financing of the Acquisition and other Permitted Acquisitions. The Lenders (are willing to extend such credit to the “Administrative Agent”), as issuing bank (Borrowers and the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent Banks are willing to issue letters of credit for the Lenders (account of the “Syndication Agent”)Borrowers on the terms and subject to the conditions set forth herein. Accordingly, and JPMORGAN CHASE BANK, N.A., in its capacity the parties hereto agree as documentation agent for the Lenders (the “Documentation Agent”).follows:
Appears in 1 contract
Sources: Credit Agreement (Terex Corp)
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages MGA Group Financial Statements Schedule 1.1-B (Part 1) Leased Properties Schedule B (Part 2) Description of Leases Schedule B (Part 3) Lease Exceptions Schedule C Commitments of Lenders (Part 1) Machinery, Equipment etc. Schedule 1.1-RI Refinanced Indebtedness C (Part 2) Vehicles etc. Schedule 4.1 Jurisdictions of Organization and Qualification D Employee Plans Schedule E Excluded Assets Schedule F (Part 1) Certain Intellectual Property Schedule F (Part 2) Exceptions to Transact Business Full Intellectual Property Rights Schedule 4.14 Existing Indebtedness F (Part 3) Required Intellectual Property Updates Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing G Permitted Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 - Revolving Credit Note H Required Consents Schedule I Escrow Agent; Escrow Terms Schedule J GAAP Exceptions Regarding Closing Balance Sheet Schedule K Extra-Provincial Registrations of Corporations Schedule L Exceptions as to Validity of Agreement Schedule M Required Filings, etc. Schedule N Exceptions to Ordinary Course Schedule O Material Authorizations Schedule P Material Contracts Schedule Q (Parent BorrowerPart 1) Exhibit A-2 - Revolving Credit Note List of Insurance Policies Schedule Q (Subsidiary BorrowerPart 2) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Insurance Claims (Past 5 Years) Schedule R MGA Inventory Policies, Practices and Procedures Schedule S Bank Account Information and Powers of Attorney Schedule T (Part 1) Environmental Exceptions Schedule T (Part 2) List of Environmental Reports etc. Schedule U (Part 1) List of Employees Schedule U (Part 2) Employee Exceptions Schedule V Litigation Matters Schedule W MGA 20 Largest Customers and Suppliers Schedule X Allocation of Purchase Price and Split Among Vendors Schedule Y List of Shareholdings of the Corporations Schedule AA Form of Kingston Street Lease Schedule BB Form of Non-Competition Agreement Exhibit D - Notice Schedule CC (Part 1) Form of Revolving Borrowing Exhibit E - Assignment Opinion – Solicitors for Vendors and Acceptance THIS AMENDED AND RESTATED CREDIT AGREEMENT Corporation Schedule CC (this Part 2) Form of Opinion – Solicitors for the Purchaser Schedule DD Form of Non-Disturbance Agreement Schedule EE Form of Release Schedule FF Form of Consulting Agreement Share Purchase Agreement dated the 9th day of April, 2003 between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, of the Town of Port ▇▇▇▇▇, in the Province of British Columbia (“AgreementPetrovic”) is made and entered into as of November 28), 2007, by and among ENERGYSOUTH, MPCO HOLDINGS INC., a Delaware Canadian corporation (“MPCo”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, of the City of Burnaby, in the Province of British Columbia (“▇▇▇▇▇▇▇▇▇▇▇▇”), GSHAH INC., a Canadian corporation (“GSCo”), ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, of the Town of Port ▇▇▇▇▇ in the Province of British Columbia (“Jeknavorian”), JORJEK HOLDINGS INC., a Canadian corporation (“AJCo”) and ▇▇▇▇▇▇ ▇▇▇▇▇, of the City of Markham, in the Province of Ontario (“Wight”) (such parties hereinafter collectively called, the “Vendors”) and ▇▇▇▇▇▇▇ STRONG-TIE CANADA, LIMITED, a Canadian corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation AgentPurchaser”).
Appears in 1 contract
Sources: Share Purchase Agreement (Simpson Manufacturing Co Inc /Ca/)
Schedules. Schedule 1.1-A Applicable Margins 1.1 Pricing Matrix Schedule 1.2 Percentages and Applicable Percentages Allocations Schedule 1.1-C Commitments 1.3 Existing Letters of Lenders Credit Schedule 1.1-RI Refinanced Indebtedness 1.4 Acquisition Documents Schedule 4.1 5.2 List of Jurisdictions in which Borrower and/or Subsidiaries do business Schedule 5.3(a) Real Estate Requirements Schedule 5.3(b) List of Organization Jurisdictions in which to file financing statements Schedule 6.4 Owned and Qualification to Transact Business Leased Real Property/Locations of Equipment, Inventory and Books and Records Schedule 4.14 Existing Indebtedness 6.9 Compliance with Laws Schedule 4.15 Existing 6.12 Litigation Schedule 6.16 Employee Pension Benefit Plans Schedule 6.18 Environmental Matters Schedule 6.19 Subsidiaries / Significant Subsidiaries Schedule 7.2 6.20(c) Contingent Obligations Schedule 6.23 Capitalization Schedule 8.1 Existing Funded Debt Schedule 8.2(f) Permitted Liens Schedule 7.5 8.3 Existing Contractual Restrictions EXHIBITS Exhibit A-1 - Revolving Guaranties Schedule 8.7(b) Existing Investments Schedule 13.6 Notices A FORM OF REQUEST FOR REVOLVING CREDIT ADVANCE B FORM OF REVOLVING CREDIT NOTE C FORM OF SWING LINE NOTE D FORM OF REQUEST FOR SWING LINE ADVANCE E-1 FORM OF NOTICE OF LETTERS OF CREDIT STANDBY E-2 FORM OF NOTICE OF LETTER OF CREDIT DOCUMENTARY F FORM OF SWING LINE LENDER PARTICIPATION CERTIFICATE G [RESERVED] H FORM OF ASSIGNMENT AGREEMENT I FORM OF COVENANT COMPLIANCE REPORT J FORM OF TERM NOTE K FORM OF INTERCOMPANY NOTE L FORM OF TERM LOAN RATE REQUEST M FORM OF GUARANTY N FORM OF BORROWING BASE CERTIFICATE O FORM OF SECURITY AGREEMENT This Fifth Amended and Restated Credit Note Agreement (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Exhibit D - Notice of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of November 28the 12th day of October, 20072006, by and among ENERGYSOUTH, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), REGIONS BANKComerica Bank, in its capacity as administrative agent Administrative Agent for the Lenders (the in such capacity, “Administrative Agent”)) and Noble International, as issuing bank Ltd., a Michigan corporation (the “Issuing Bank”), and as swingline lender (the Noble” or “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation AgentBorrower”).
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages 1.01 -- Guarantors Schedule 1.1-C 2.01 -- Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness 3.05 -- Real Property Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business 3.06 -- Disclosed Matters Schedule 4.14 3.12 -- Subsidiaries Schedule 3.13 -- Insurance Schedule 6.01 -- Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 -- Existing Liens Schedule 7.5 6.05 -- Existing Contractual Investments Schedule 6.10 -- Existing Restrictions EXHIBITS Schedule A -- Mortgaged Property Schedule B -- Scheduled Indebtedness Schedule C -- Approved Account Debtors -iii- EXHIBITS: -------- Exhibit A-1 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note A -- Form of Assignment and Acceptance Exhibit B-1 - Parent Guarantee -- Form of Opinion of Bracewell & Patterson, L.L.P., counsel for the Compan▇ ▇▇▇▇▇▇▇ B-▇ -- ▇▇▇m of Opinion of local counsel Exhibit B-2 - B-3 -- Form of Opinion of counsel for Borrowing Subsidiary Guarantee Exhibit C - -- Form of Perfection Certificate Exhibit D -- Form of Pledge Agreement Exhibit D - Notice E -- Form of Revolving Guarantee Agreement Exhibit F -- Form of Indemnity, Subrogation and Contribution Agreement Exhibit G -- Form of Security Agreement Exhibit H -- Form of Borrowing Request Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED I -- Form of Interest Election Request Exhibit J -- Form of Borrowing Base Report Exhibit K -- Form of Compliance Certificate Exhibit L -- Form of Mortgage Exhibit M -- Form of Issuing Bank Agreement Exhibit N-1 -- Form of Borrowing Subsidiary Agreement Exhibit N-2 -- Form of Borrowing Subsidiary Termination Exhibit O -- Form of Foreign Borrower Supplement CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28August 24, 2007, by and 1999 among ENERGYSOUTHBENCHMARK ELECTRONICS, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders Borrowing Subsidiaries from time to time party hereto (hereto, the “Lenders”)LENDERS party hereto, REGIONS BANKCITICORP USA, in its capacity as administrative agent for the Lenders (the “Administrative Agent”)INC., as issuing bank (the “Issuing Bank”)Documentation Agent, and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANKBANK OF AMERICA, N.A., BANK ONE, TEXAS, N.A. and SUN TRUST BANK, ATLANTA as Co-Agents and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent and Issuing Bank. Pursuant to the Stock Purchase Agreement (such term and each other capitalized term used but not defined herein having the meaning given to it in its capacity as documentation agent for Article I), the Company intends to acquire all the issued and outstanding shares of capital stock of the Avex Entities. In connection with the Acquisition (a) the Company will borrow the Term Loans and a principal amount not to exceed $75,000,000 of the Revolving Loans, (b) the Company will receive the proceeds of not less than $80,200,000 aggregate principal amount of the Subordinated Notes and (c) the Company will refinance the Scheduled Indebtedness. The Company has requested the Lenders to extend credit in the form of (a) Term Loans on the “Documentation Agent”).Effective Date in an aggregate principal amount not in excess of $100,000,000 and (b) Revolving Loans at any time and from time to time on or after the Effective Date and prior to the Revolving Maturity Date in an aggregate principal amount at any time outstanding not in excess of $125,000,000 minus the LC Exposure at such time. The Company has requested the Issuing Banks to issue Letters of Credit in an aggregate stated amount at any time outstanding that will not result in the LC Exposure exceeding $20,000,000. The proceeds of the Term Loans and of Revolving Loans made on the Effective Date are to be used by the Company solely (i) to finance the Acquisition, (ii) to refinance the Scheduled Indebtedness and (iii) to pay fees and expenses related to the Effective Date Transactions. The proceeds of the remaining Revolving Loans are to be used by the Company and its Subsidiaries to provide working capital and for other general corporate purposes. The Letters of Credit are to be used to support obligations incurred by the Company and the Subsidiaries in the ordinary course of their businesses. The parties hereto agree as follows:
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins 1.01(a) - Threshold Percentage Schedule 1.01(b) - Severance Costs Schedule 2.01 - Lenders and Applicable Percentages Commitments Schedule 1.1-C Commitments of Lenders 3.08 - Subsidiaries Schedule 1.1-RI Refinanced Indebtedness 3.09 - Litigation Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business 3.12 - Investment Company Act Registrations Schedule 4.14 3.18 - Insurance Schedule 3.19 - UCC Filing Offices Schedule 3.20 - Leased Real Property Schedule 3.24(a)(i) - Funds Schedule 3.24(a)(ii) - Separately Managed Accounts Schedule 3.24(b) - Management Agreements Schedule 3.25(a) - Investment Advisers Act Registrations Schedule 6.01 - Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 - Existing Liens Schedule 7.5 6.04(a) - Existing Contractual Restrictions EXHIBITS Investments Exhibit A-1 A - Revolving Credit Note (Parent Borrower) Form of Administrative Questionnaire Exhibit A-2 B - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Form of Assignment and Acceptance Exhibit C - Pledge Agreement Form of Borrowing Request Exhibit D - Notice Form of Revolving Borrowing Guarantee and Collateral Agreement Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED Form of Affiliate Subordination Agreement Exhibit F - Form of Compliance Certificate Exhibit G - Auction Procedures Exhibit H - Form of Irrevocable Direction Letter Exhibit I - Form of Note Exhibit J - Form of Undertaking Agreement Exhibit K - Form of Intercreditor Agreement Exhibit L - Management Agreement Requirements Exhibit M-1 - Form of U.S. Tax Compliance Certificate Exhibit M-2 - Form of U.S. Tax Compliance Certificate Exhibit M-3 - Form of U.S. Tax Compliance Certificate Exhibit M-4 - Form of U.S. Tax Compliance Certificate This CREDIT AGREEMENT (this “Agreement”) ), dated as of August 14, 2014, is made and entered into as of November 28, 2007, by and among ENERGYSOUTH, INC.MEDLEY LLC, a Delaware corporation limited liability company (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the “Subsidiary Borrower”meaning given it in Article I), and together with the Parent BorrowerCREDIT SUISSE AG, the “Borrowers”)CAYMAN ISLANDS BRANCH, the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders. The Borrower has requested that the Lenders extend credit on the Closing Date in the form of Term Loans made pursuant to this Agreement, in an aggregate principal amount not in excess of $110,000,000. The proceeds of the Term Loans are to be used on the Closing Date, first, to refinance the Existing Debt (as defined below), as issuing bank (second, to pay fees and expenses incurred in connection with the “Issuing Bank”)Transactions and, third, to pay the Subject Dividend, and for general corporate purposes, including the funding of co-investments. 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 swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).follows:
Appears in 1 contract
Schedules. Schedule 1.1-1 Lenders’ Commitments I Schedule 1.01(a) Litigation and Investigations 1.01(a) Schedule 1.01(b) Remaining Acquired Business Debt 1.01(b) Schedule 2.02 Agents’ Wire Instructions 2.02 Schedule 5.02(a) Liens on the Closing Date 5.02(a) Schedule 5.02(b) Indebtedness on the Closing Date 5.02(b) Schedule 5.02(g) Existing Agreements on the Closing Date 5.02(g) Schedule 9.02 Agents’ Addresses 9.02 Exhibit A Applicable Margins and Applicable Percentages Schedule 1.1-C Commitments Form of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions Notice of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Borrowing A Exhibit B-1 - Parent Guarantee Form of Assignment and Assumption B-1 Exhibit B-2 - Subsidiary Guarantee Form of Company Assignment and Assumption B-2 Exhibit C - Pledge Agreement C-1 Form of Opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP C-1 Exhibit C-2 Form of Opinion of ▇▇▇▇▇▇▇▇ and Wedge C-2 Exhibit D - Form of Extension Request D Exhibit E Form of Tax Compliance Certificates E Exhibit F Form of Guarantor Joinder Agreement F Exhibit G Form of Perfection Certificate G Exhibit H Form of Solvency Certificate H Exhibit I-1 Form of Acceptance and Prepayment Notice I-1 Exhibit I-2 Form of Discount Range Prepayment Notice I-2 Exhibit I-3 Form of Discount Range Prepayment Offer I-3 Exhibit I-4 Form of Solicited Discounted Prepayment Notice I-4 Exhibit I-5 Form of Solicited Discounted Prepayment Offer I-5 Exhibit I-6 Form of Specified Discount Prepayment Notice I-6 Exhibit I-7 Form of Specified Discount Prepayment Response I-7 Exhibit J-1 Form of Term Advance Note J-1 Exhibit J-2 Form of Revolving Borrowing Loan Advance Note J-2 Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED J-3 Form of Swing Line Advance Note J-3 This CREDIT AGREEMENT (this “Agreement”) is made and entered into as of November 2827, 20072015, by and among ENERGYSOUTH, INC.CSRA Inc. (formerly known as Computer Sciences Government Services Inc.), a Delaware Nevada corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “BorrowersCompany”), the several banks and other financial institutions and lenders Guarantors from time to time party hereto, the financial institutions from time to time parties hereto (the “Lenders”), REGIONS BANKThe Bank of Tokyo-Mitsubishi UFJ, in its capacity Ltd. (“BTMU”), as administrative agent for the Lenders under the Pro Rata Facilities (in such capacity, including any successor thereto, the “Pro Rata Administrative Agent”), as issuing bank Royal Bank of Canada (the “Issuing BankRBC”), and as swingline lender administrative agent for the Lenders under the Term Loan B Facility (in such capacity, including any successor thereto, the “Swingline LenderTerm Loan B Administrative Agent”)) and MUFG Union Bank, SUNTRUST BANK, N.A. in its capacity as syndication collateral agent for the Lenders Secured Parties (in such capacity, together with its successors in such capacity, the “Syndication Collateral Agent”). In consideration of the premises and the agreements, provisions and JPMORGAN CHASE BANKcovenants herein contained, N.A.the Company, in its capacity as documentation agent for the Guarantors, the Lenders (and the “Documentation Agent”).Agents agree as follows:
Appears in 1 contract
Sources: Credit Agreement (CSRA Inc.)
Schedules. Schedule 1.11.01(a) Guarantors Schedule 2.01 Commitments Schedule 3.06 Litigation Schedule 3.08(c) Eligible Real Property Schedule 3.09(c) Environmental Matters Schedule 3.13 Subsidiaries; Equity Interests; Excluded Subsidiaries; Immaterial Subsidiaries Schedule 5.02(h) Reports Schedule 5.17 Deposit Accounts; Securities Accounts Schedule 5.18 Locations of Equipment Schedule 5.19 Post-A Applicable Margins and Applicable Percentages Closing Covenants Schedule 1.1-C Commitments of Lenders 6.01(b) Existing Liens Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 6.02(e) Existing Indebtedness Schedule 4.15 6.03(d) Existing Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Investments EXHIBITS: Exhibit A-1 - Revolving Credit Note (Parent Borrower) A Form of Assignment and Assumption Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee B Form of Borrowing Request Exhibit C - Pledge Form of Interest Election Request Exhibit D Form of Compliance Certificate Exhibit E-1-E-4 Forms of U.S. Tax Compliance Certificates Exhibit F Form of Solvency Certificate Exhibit G Form of Intercompany Subordination Agreement Exhibit D - H Form of Borrower Termination Notice Exhibit I Form of Notice of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED Additional Borrower DB1/ 131320059.16 TERM LOAN CREDIT AGREEMENT dated as of August 5, 2022 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of November 28), 2007, by and among ENERGYSOUTH, VISTA OUTDOOR INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership the other BORROWERS from time to time party hereto (the “Subsidiary Borrower”, and together with the Parent Borrower, jointly and severally, each a “Borrower” and collectively, the “Borrowers”), the several banks and other financial institutions and lenders LENDERS from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Administrative Agent”).. The parties hereto agree as follows:
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins 1.01(a) -- Existing Letters of Credit Schedule 1.01(b) -- Subsidiary Guarantors Schedule 2.01 -- Lenders and Applicable Percentages Commitments Schedule 1.1-C Commitments of Lenders 3.07(a) -- Vessels Not Documented Under United States Law Schedule 1.1-RI Refinanced Indebtedness 3.07(c) -- Condemnation Proceedings Schedule 4.1 Jurisdictions of Organization 3.07(d) -- Contractual Rights Regarding Mortgaged Property Schedule 3.08 -- Subsidiaries Schedule 3.09 -- Litigation Schedule 3.17 -- Environmental Matters Schedule 3.18 -- Insurance Schedule 3.19(d) -- Filing Offices - Mortgages Schedule 3.20(a) -- Mortgaged Properties Schedule 3.20(b) -- Leased Properties Schedule 3.20(c) -- Tugs and Qualification to Transact Business Barges Schedule 4.14 3.21 -- Labor Matters Schedule 6.01 -- Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 -- Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS 6.07 -- Transactions with Affiliates EXHIBITS: Exhibit A-1 - Revolving Credit Note (Parent Borrower) A -- Form of Administrative Questionnaire Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) B -- Form of Assignment and Acceptance Exhibit A-3 - Swingline Note C -- Form of Borrowing Request Exhibit B-1 - D -- Indemnity, Subrogation and Contribution Agreement Exhibit E-1 -- Form of Mortgages Exhibit E-2 -- Fleet Mortgages Exhibit F -- Parent Guarantee Agreement Exhibit B-2 - Subsidiary Guarantee Exhibit C - G -- Pledge Agreement Exhibit D - Notice H -- Security Agreement Exhibit I -- Subsidiary Guarantee Agreement Exhibit J -- Form of Revolving Borrowing Opinion of Counsel to the Borrower Exhibit E - Assignment K -- Form of Assignments of Insurances Exhibit L -- Reaffirmation of Guarantee and Acceptance THIS AMENDED AND RESTATED Security Documents Exhibit M -- Restructuring Term Sheet Exhibit N -- LLC Agreement Exhibit O -- Mutual Release CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28June 30, 20071998, by as amended and restated as of April 11, 2002, among ENERGYSOUTH, INC.AMERICAN COMMERCIAL LINES LLC, a Delaware corporation limited liability company (the “Parent "Borrower”"), BAY GAS STORAGE COMPANYAMERICAN COMMERCIAL LINES HOLDINGS LLC, LTD., an Alabama a Delaware limited partnership liability company (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”"Holdings"), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, defined in its capacity as syndication agent for the Lenders (the “Syndication Agent”Article I), and JPMORGAN CHASE BANK, N.A.a New York banking corporation formerly named The Chase Manhattan Bank, as issuing bank (in such capacity, the "Issuing Bank"), as administrative agent (in such capacity, the "Administrative Agent"), as security trustee (in such capacity, the "Security Trustee") and as collateral agent (in such capacity, the "Collateral Agent") for the Lenders. Holdings, the Borrower, the Lenders, the Issuing Bank, the Administrative Agent, the Security Trustee and the Collateral Agent are parties to a Credit Agreement dated as of June 30, 1998, as amended prior to the date hereof (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I) (the "Original Credit Agreement"), pursuant to which (a) the Lenders made Tranche B Term Loans to the Borrower in an aggregate principal amount equal to $200,000,000 (of which $143,950,889 is outstanding as of the date hereof), (b) the Lenders made Tranche C Term Loans in an aggregate principal amount equal to $235,000,000 (of which $169,378,111 is outstanding as of the date hereof), (c) the Lenders extended and agreed to extend credit to the Borrower in the form of Revolving Loans in an aggregate principal amount at any time outstanding not in excess of $100,000,000 and (d) the Issuing Bank issued and agreed to issue letters of credit, in an aggregate face amount at any time outstanding not in excess of $25,000,000, to support payment obligations incurred in the ordinary course of business by the Borrower and its capacity Subsidiaries. Holdings, the Borrower, the Required Lenders, the Issuing Bank, the Administrative Agent, the Security Trustee and the Collateral Agent have agreed, subject to the terms and conditions contained herein and the terms and conditions contained in the Amendment Agreement, that the Original Credit Agreement (including all exhibits and schedules thereto) be amended and restated in its entirety in the form hereof. On the Restatement Closing Date, subject to the consummation of the other Transactions, (a) $50,000,000 of the then outstanding Revolving Credit Borrowings shall be converted into Tranche A Term Loans and the Revolving Credit Commitments permanently reduced by such amount and (b) the Borrower shall prepay not less than $25,000,000 aggregate principal amount of the outstanding Term Loans. Accordingly, the parties hereto agree as documentation agent for the Lenders (the “Documentation Agent”).follows:
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages 1.1A - Existing Letters of Credit Schedule 1.1-C 1.1B - Equity Investors Schedule 1.1C - Revolving Credit Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness 1.1D - Term Loan Commitments Schedule 4.1 7.1 - Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness 7.2A - Subsidiaries and Capitalization Schedule 4.15 Existing 7.2B - Material Domestic Subsidiaries and Material First-Tier Foreign Subsidiaries Schedule 7.2 7.9 - ERISA Plans Schedule 7.12 - Material Contracts Schedule 7.13 - Labor and Collective Bargaining Agreements Schedule 7.18 - Real Property Schedule 8.1 - Foreign Subsidiaries excluded from Audit Schedule 11.1 - Indebtedness and Guaranty Obligations Schedule 11.2 - Existing Liens Schedule 7.5 11.3 - Existing Contractual Restrictions EXHIBITS Exhibit A-1 Loans, Advances and Investments Schedule 11.7 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Exhibit D - Notice of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED Transactions with Affiliates CREDIT AGREEMENT (this “Agreement”) is made and entered into AGREEMENT, dated as of November 28May 17, 20072013, by and among ENERGYSOUTHFOSSIL, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANYFOSSIL INTERMEDIATE, LTDINC., an Alabama a Delaware corporation (“Fossil Intermediate”), FOSSIL TRUST, a business trust formed under the Delaware Business Trust Act (and now existing as a statutory trust under the Delaware Statutory Trust Act), FOSSIL PARTNERS, L.P., a Texas limited partnership (the “Subsidiary BorrowerFossil Partners”), and together with the Parent BorrowerARROW MERCHANDISING, the INC., a Texas corporation (“BorrowersArrow”), FOSSIL STORES I, INC., a Delaware corporation (“Fossil Stores”), FOSSIL HOLDINGS, LLC, a Delaware limited liability company (“Fossil Holdings”), FOSSIL INTERNATIONAL HOLDINGS, INC., a Delaware corporation (“Fossil International”), the several banks additional Material Domestic Subsidiaries who may become a party to this Agreement pursuant to the terms hereof, the lenders who are party to this Agreement and other financial institutions and the lenders from time who may become a party to time this Agreement pursuant to the terms hereof (collectively with the lenders party hereto (hereto, the “Lenders”), REGIONS ) and ▇▇▇▇▇ FARGO BANK, in its capacity NATIONAL ASSOCIATION, a national banking association, as administrative agent the Administrative Agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”)Lenders.
Appears in 1 contract
Sources: Credit Agreement (Fossil Inc)
Schedules. Schedule 1.1-A Applicable Margins I - Commitments and Applicable Percentages Lending Offices Schedule 1.1-C Commitments of Lenders II - Subsidiary Guarantors Schedule 1.1-RI Refinanced Indebtedness 4.01(a) - Equity Investors Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing 4.01(b) - Subsidiaries Schedule 7.2 4.01(d) - Authorizations, Approvals, Actions, Notices and Filings Schedule 4,01(q) - Tax Matters Schedule 4.01(s) - Existing Debt Schedule 4.01(t) - Liens Schedule 7.5 Existing Contractual Restrictions 4.01(u) - Owned Real Property Schedule 4.01(v) - Leased Real Property Schedule 4.01(w) - Investments Schedule 4.01(x) - Intellectual Property Schedule 4.01(y) - Material Contracts EXHIBITS Exhibit A-1 - Revolving Credit Form of Tranche A Term Note (Parent Borrower) Exhibit A-2 - Revolving Credit Form of Tranche B Term Note (Subsidiary Borrower) Exhibit A-3 - Swingline Form of Working Capital Note Exhibit B-1 B - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Form of Notice of Borrowing Exhibit C - Pledge Agreement Form of Assignment and Acceptance Exhibit D - Notice Form of Revolving Borrowing Security Agreement Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED Form of Subsidiary Guaranty Exhibit F - Form of Solvency Certificate Exhibit G - Form of Opinion of Counsel to the Loan Parties Exhibit H - Form of Opinion of Local Counsel Exhibit I - Form of Borrowing Base Certificate EXECUTION COPY CREDIT AGREEMENT (this “Agreement”) is made and entered into CREDIT AGREEMENT dated as of November 28August 12, 20071999, by and among ENERGYSOUTHICG Equipment, INC.Inc., a Colorado corporation ("ICG Equipment"), ICG NetAhead, Inc., a Delaware corporation ("ICG NetAhead" and, together with ICG Equipment, the "Borrowers"), ICG Services, Inc., a Delaware corporation (the “Parent Borrower”"Parent"), BAY GAS STORAGE COMPANYthe banks, LTD., an Alabama limited partnership financial institutions and other institutional lenders listed on the signature pages hereof as the Initial Lenders (the “Subsidiary Borrower”"Initial Lenders") and the bank listed on the signature pages hereof as the Initial Issuing Bank (the "Initial Issuing Bank" and, and together with the Parent BorrowerInitial Lenders, the “Borrowers”"Initial Lender Parties"), the several banks ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇"), as sole book-runner and other financial institutions and lenders from time to time party hereto lead arranger (the “Lenders”"Lead Arranger"), REGIONS BANKRoyal Bank of Canada, in its capacity as collateral agent (together with any successor collateral agent appointed pursuant to Article VII, the "Collateral Agent") and as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the "Administrative Agent") for the Lenders Lender Parties (as hereinafter defined)) and Bank of America, N.A. and Barclays Bank Plc, as co-documentation agents (the “Administrative "Co-Documentation Agents" and, together with the Lead Arranger and the Collateral Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”"Agents").
Appears in 1 contract
Sources: Credit Agreement (Icg Holdings Inc)
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages Sustainability Adjustments Schedule 1.1-C 1.1(a) Commitments of Lenders Schedule 1.1-RI Refinanced 1.1(b) DIP Letters of Credit Schedule 1.1(c) Mortgaged Properties Schedule 1.1(d) Excluded Subsidiaries Schedule 8.4 Litigation Schedule 8.12 Subsidiaries Schedule 8.14 Environmental Matters Schedule 8.15 Property Matters Schedule 9.9 Closing Date Affiliate Transactions Schedule 10.1 Closing Date Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing 10.2 Closing Date Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS 10.4 Scheduled Dispositions Schedule 10.5 Closing Date Investments Schedule 13.2 Notice Addresses Exhibit A-1 - Revolving Credit Note (Parent Borrower) A Form of Notice of Borrowing Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary B Form of Guarantee Exhibit C - Pledge Agreement [Reserved] Exhibit D - Notice Form of Revolving Borrowing Perfection Certificate Exhibit E - [Reserved] Exhibit F [Reserved] Exhibit G Form of Letter of Credit Request Exhibit I Form of Credit Party Closing Certificate Exhibit J Form of Assignment and Acceptance THIS AMENDED AND RESTATED Exhibit K-1 Form of Promissory Note (Revolving Credit Loans) Exhibit K-2 Form of Promissory Note (Term Loans) Exhibit K-3 Form of Promissory Note (Term C Loans) Exhibit L Form of Incremental Amendment Exhibit M Form of Junior Lien Intercreditor Agreement Exhibit N [Reserved] Exhibit O [Reserved] Exhibit P [Reserved] Exhibit Q-1 Form of Non-U.S. Lender Certificate (Non-U.S. Non-Partnership Lenders) Exhibit Q-2 Form of Non-U.S. Participant Certificate (Non-U.S. Non-Partnership Participants) Exhibit Q-3 Form of Non-U.S. Participant Certificate (Non-U.S. Partnership Participants) Exhibit Q-4 Form of Non-U.S. Lender Certificate (Non-U.S. Partnership Lenders) Exhibit R Form of Assignment and Assumption vi CREDIT AGREEMENT (this “Agreement”) is made and entered into AGREEMENT, dated as of November 28October 3, 20072016, by and among ENERGYSOUTHVISTRA INTERMEDIATE COMPANY LLC (formerly known as TEX INTERMEDIATE COMPANY LC) (“Holdings”), INC., a Delaware corporation VISTRA OPERATIONS COMPANY LLC (formerly known as TEX OPERATIONS COMPANY LLC) (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial lending institutions and lenders from time to time party parties hereto (each a “Lender” and, collectively, the “Lenders”)) and CREDIT SUISSE AG, REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANKCAYMAN ISLANDS BRANCHCITIBANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Administrative Agent and Collateral Agent”).
Appears in 1 contract
Sources: Credit Agreement (Vistra Corp.)
Schedules. The provisions of the following Schedules attached hereto shall form --------- part of this Lease as if the same were embodied herein: Schedule 1.1-A Applicable Margins "A" - Taxes Payable by Landlord and Applicable Percentages Tenant Schedule 1.1-C Commitments of Lenders "B" - Services & Costs Schedule 1.1-RI Refinanced Indebtedness "C" - Rules & Regulations Schedule 4.1 Jurisdictions of Organization and Qualification "D" - Leasehold Improvements Schedule "E" - Option to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Exhibit D - Notice of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED CREDIT AGREEMENT (Renew IN WITNESS WHEREOF the parties hereto have executed this “Agreement”) is made and entered into as of November 28, 2007, by and among ENERGYSOUTH. DATED: 6/20/91 ---------------------------- Landlord: ENTERPRISE PROPERTIES, INC.. By: [SIGNATURE ILLEGIBLE] -------------------------------- Title: Authorized Agent Tenant: UNITED FINANCIAL MORTGAGE CORP. By: [SIGNATURE ILLEGIBLE] -------------------------------- Title: President SCHEDULE "A" TAXES PAYABLE BY LANDLORD AND TENANT TENANT'S TAXES: The Tenant covenants to pay all Tenant's Taxes, a Delaware corporation as and when the -------- ----- same become due and payable. Where any Tenant's Taxes are payable by the Landlord to the relevant taxing authorities, the Tenant covenants to pay the amount thereof to the Landlord. The Tenant covenants to pay to the Landlord the Tenant's Proportionate Share of the excess of the amount of the Landlord's Taxes in each Fiscal Period over the Landlord's Taxes in the "Base Year" (the “Parent Borrower”as hereinafter defined), BAY GAS STORAGE COMPANYif applicable, LTD., an Alabama limited partnership or over the "Tax Contribution" amount (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”as hereinafter defined), if applicable. The Tenant covenants to pay to the several banks Landlord the Tenant's Proportionate Share of the costs and expenses (including legal and other financial institutions professional fees and lenders from time to time party hereto (interest and penalties on deferred payments) incurred in good faith by the “Lenders”)Landlord in contesting, REGIONS BANK, in its capacity as administrative agent for resisting or appealing any of the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”)taxes.
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages 1 -- Mortgaged Property Schedule 1.1-C 2.01 -- Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness 3.05(b) -- Real Property Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business 3.05(c) -- Condemnation Proceedings Schedule 4.14 3.06 -- Disclosed Matters Schedule 3.12 -- Subsidiaries Schedule 3.13 -- Insurance Schedule 6.01 -- Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 -- Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS 6.07 -- Restrictive Agreements EXHIBITS: Exhibit A-1 - Revolving Credit Note (Parent Borrower) A -- Form of Assignment and Acceptance Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee B -- Form of Opinion of S▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & R▇▇▇▇▇▇▇▇ Exhibit C - -- Form of Guarantee Agreement Exhibit D -- Form of Indemnity, Subrogation and Contribution Agreement Exhibit E -- Form of Pledge Agreement Exhibit D - Notice F -- Form of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED Security Agreement CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28January 11, 20072000, by and among ENERGYSOUTHKANSAS CITY SOUTHERN INDUSTRIES, INC., a Delaware corporation THE KANSAS CITY SOUTHERN RAILWAY COMPANY, the LENDERS party hereto, and THE CHASE MANHATTAN BANK, as Administrative Agent, Collateral Agent, Issuing Bank and Swingline Lender. Holdings (such term and each other capitalized term used but not defined herein having the “Parent Borrower”meaning given to it in Article I), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (intends to complete the “Subsidiary Borrower”, and together Spin-Off within 90 days of the date hereof. In connection with the Parent Borrowercompletion of the Spin-Off (a) the Borrower will borrow the Term Loans and not more than $20,000,000 of Revolving Loans on the Effective Date, (b) the Borrower will transfer the proceeds of the Term Loans and Revolving Loans made on the Effective Date to Holdings by means of a dividend and/or the repayment of intercompany debt, (c) Holdings will borrow $125,000,000 under the New Assumable Facility, the “Borrowers”)obligations under such facility and the Existing Assumable Facility will be assigned and delegated to and assumed by S▇▇▇▇▇▇▇ and Holdings will be released from all such obligations, (d) Holdings will pay all amounts outstanding under and permanently terminate the several banks Existing Credit Agreements and other financial institutions (e) Holdings will complete the Debt Tender Offer and lenders purchase the Existing Notes tendered pursuant thereto. The Borrower has requested the Lenders to extend credit in the form of (a) Tranche A Term Loans on the Effective Date in an aggregate principal amount not in excess of $150,000,000, (b) Tranche B Term Loans on the Effective Date in an aggregate principal amount not in excess of $250,000,000, (c) Tranche X Term Loans on the Effective Date in an aggregate principal amount not in excess of $200,000,000 and (d) Revolving Loans, Swingline Loans and Letters of Credit at any time and from time to time party hereto (on or after the “Lenders”), REGIONS BANK, Effective Date and prior to the Revolving Maturity Date in its capacity as administrative agent for an aggregate principal amount at any time outstanding not in excess of $150,000,000. The Borrower has requested the Lenders (Issuing Bank to issue Letters of Credit in an aggregate stated amount at any time outstanding that will not result in the “Administrative Agent”), as issuing bank (the “Issuing Bank”)LC Exposure exceeding $90,000,000, and as swingline lender has requested the Swingline Lender to make available Swingline Loans in an aggregate principal amount at any time outstanding not in excess of $10,000,000. The proceeds of the Term Loans and of Revolving Loans made on the Effective Date are to be used solely (i) to pay amounts outstanding under the “Swingline Lender”)Existing Credit Agreements and Existing Notes and to pay other Indebtedness, SUNTRUST BANK, (ii) to pay Debt Tender Premiums and (iii) to pay fees and expenses related to the Transactions. The proceeds of the remaining Revolving Loans are to be used to provide working capital and for other general corporate purposes of Holdings and the Subsidiaries. The Letters of Credit are to be used to support obligations in its capacity as syndication agent for connection with the Lenders (the “Syndication Agent”)Capital Contribution Agreement, and JPMORGAN CHASE BANK, N.A., Letters of Credit in its capacity an aggregate stated amount at any time not to exceed $15,000,000 may be used for general corporate purposes of Holdings and the Subsidiaries. Swingline Loans are to be used for general corporate purposes of Holdings and the Subsidiaries. The parties hereto agree as documentation agent for the Lenders (the “Documentation Agent”).follows:
Appears in 1 contract
Sources: Credit Agreement (Kansas City Southern Industries Inc)
Schedules. Schedule 1.1-SCHEDULE A Applicable Margins and Applicable Percentages Schedule 1.1--- Information Relating to Purchasers SCHEDULE B -- Defined Terms SCHEDULE C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 -- Existing Indebtedness Schedule 4.15 Existing SCHEDULE D -- Changes in Corporate Structure SCHEDULE E -- Real Property SCHEDULE F -- Subsidiaries Schedule 7.2 of the Company and Ownership of Subsidiary Stock SCHEDULE G -- Existing Liens Schedule 7.5 Existing Contractual Restrictions SCHEDULE H -- Location of Inventory and Equipment SCHEDULE I -- Financial Statements SCHEDULE J -- Certain Litigation SCHEDULE K -- Intentionally Left Blank SCHEDULE L -- Licenses, Permits, Etc. SCHEDULE M -- Environmental Reports SCHEDULE N -- Investments SCHEDULE O -- Transactions with Affiliates SCHEDULE P -- Restrictive Agreements SCHEDULE Q -- Prohibited Transferees SCHEDULE R -- Excluded Assets EXHIBITS Exhibit A-1 - -------- EXHIBIT 1 -- Form of 12% Senior Secured Note due [____], 2001 EXHIBIT 2 -- Form of Opinion of South Carolina Counsel for the Company EXHIBIT 3 -- Form of Opinion of Special Counsel to the Company and each of its Subsidiaries EXHIBIT 4 -- Form of Opinion of Special Alabama Counsel for the Company EXHIBIT 5 -- Form of Opinion of Special Counsel for the Purchasers EXHIBIT 6 -- Form of Agency Agreement EXHIBIT 7 -- Form of Foothill Subordinated Note EXHIBIT 8 -- Form of Guaranty and Security Agreement EXHIBIT 9 -- Form of Guaranty Assumption Agreement EXHIBIT 10 -- Form of Intercreditor Agreement EXHIBIT 11 -- Form of New Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Agreement EXHIBIT 12 -- Form of Security and Pledge Agreement Exhibit D - Notice EXHIBIT 13 -- Form of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as Trademark Security Agreement EXHIBIT 14 -- Form of November 28, 2007, by and among ENERGYSOUTHDeposit Account Security Agreement EXHIBIT 15 -- Form of Mortgage ONEITA INDUSTRIES, INC.. 4130 Faber Place ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇% ▇▇▇▇or Secured Notes due [ ], 2001 [_______ __, 1998] TO IBJ SCHRODER BANK & TRUST COMPANY, ▇▇ ▇▇TE AGENT, AND EACH OF THE PURCHASERS LISTED IN THE ATTACHED SCHEDULE A Ladies and Gentlemen: Oneita Industries, Inc., a Delaware ▇▇▇▇▇▇re corporation (the “Parent Borrower”"Company"), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together agrees with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity you as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).follows:
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins I Existing Letters of Credit Schedule 2.01 Commitments and Applicable Percentages Pro Rata Shares Schedule 1.1-C Commitments of Lenders 4.02(a) Permitted Waiver Amount Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 4.02(b) Jurisdictions of Organization and Qualification Foreign Qualifications Schedule 5.05(b) Supplement to Transact Business Interim Financial Statements Schedule 4.14 5.05(e) Off-Balance Sheet Liabilities Schedule 5.08 Existing Real Properties Schedule 5.09 Environmental Matters Schedule 5.13(a) Equity Interest Schedule 5.13(b) Options and Warrants Schedule 5.21 Supply Agreements and Material Contracts Schedule 7.01 Existing Liens Schedule 7.02 Existing Investments Schedule 7.03(d) Existing Indebtedness Schedule 4.15 Existing Subsidiaries 7.03(s) Outstanding Indebtedness under Senior Subordinated Notes Schedule 7.2 Existing Liens 7.08 Agreements with Affiliates Schedule 7.5 Existing Contractual 7.09(a) Restrictions EXHIBITS on Subsidiary Distributions Schedule 7.09(b) Negative Pledges Schedule 10.02 Administrative Agent’s Office, Certain Addresses for Notices Exhibit A-1 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline A Form of Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee B Form of Interest Election Request Exhibit C - Pledge Form of Compliance Certificate Exhibit D Form of Assignment and Assumption Exhibit E Form of Borrowing Request Exhibit F Form of Landlord Waiver and Access Agreement Exhibit D - Notice G Form of Revolving Borrowing Base Certificate Exhibit E - Assignment H Form of Guarantee and Acceptance THIS AMENDED AND RESTATED Security Agreement Exhibit I Form of LC Request Exhibit J Form of Execution Date Certificate Exhibit K Form of Intercreditor Agreement Exhibit L Form of Interim Approval Order Exhibit M Form of Subordination Agreement This REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of November 28February 15, 2007, by and 2011 among ENERGYSOUTHKEYSTONE AUTOMOTIVE HOLDINGS, INC., a Delaware corporation (“Holdings”), KEYSTONE AUTOMOTIVE OPERATIONS, INC., a Pennsylvania corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, each Lender and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders registered assigns from time to time party hereto hereto, and BANK OF AMERICA, N.A., (the together with its successors, “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative AgentBank of America”), as issuing bank (the “Administrative Agent, Issuing Bank”), Bank and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).
Appears in 1 contract
Sources: Revolving Credit Agreement (Keystone Automotive Operations Inc)
Schedules. Schedule 1.11.01(a) - Existing Letters of Credit Schedule 1.01(b) - [Reserved] Schedule 1.01(c) - Excluded Subsidiaries Schedule 1.01(d) - Mortgaged Property Schedule 1.01(e) - Subsidiary Guarantors Schedule 2.01 - Lenders and Commitments Schedule 3.04 - Governmental Approvals Schedule 3.08 - Subsidiaries Schedule 3.09 - Litigation Schedule 3.17 - Environmental Matters Schedule 3.18 - Insurance Schedule 3.19(a) - UCC Filing Offices Schedule 3.19(c) - Post-A Applicable Margins and Applicable Percentages Closing Mortgage Amendments Schedule 1.1-C Commitments of Lenders 3.19(d) - Foreign Pledge Agreement Filing Requirements Schedule 1.1-RI Refinanced Indebtedness 3.20 - Owned Real Property Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 6.01 - Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 - Existing Liens Schedule 7.5 6.04(l) - Existing Contractual Restrictions EXHIBITS Investments Schedule 6.06(b) - Existing Encumbrances Schedule 10.03 - Limitations on Guarantees and Certain Waivers Exhibit A-1 A - Revolving Credit Note (Parent Borrower) Form of Administrative Questionnaire Exhibit A-2 B - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Form of Assignment and Acceptance Exhibit C - Pledge Agreement Form of Borrowing Request Exhibit D - Notice Form of Revolving Borrowing Guarantor Joinder Exhibit E - Assignment and Acceptance THIS Agreed Security Principles Exhibit F - U.S. Collateral Agreement Exhibit G - First Lien Intercreditor Agreement Exhibit H - Form of Affiliate Subordination Agreement Exhibit I - Form of Junior Lien Intercreditor Agreement Exhibit J - [Reserved] Exhibit K - Form of Compliance Certificate Exhibit L - [Reserved] Exhibit M-1 - Form of Borrowing Subsidiary Agreement Exhibit M-2 - Form of Borrowing Subsidiary Termination Exhibit N - Form of Additional Bank Secured Party Acknowledgment FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 5, 2016 (this “Agreement”) is made and entered into as of November 28), 2007, by and among ENERGYSOUTH, PACTIV EVERGREEN GROUP HOLDINGS INC.. (formerly ▇▇▇▇▇▇▇▇ Group Holdings Inc.), a Delaware corporation (the “Parent BorrowerPEGHI”), BAY GAS STORAGE COMPANYPACTIV LLC, LTD.a Delaware limited liability company (“Pactiv”), an Alabama EVERGREEN PACKAGING LLC (formerly Evergreen Packaging Inc.), a Delaware limited partnership liability company (the “Subsidiary Borrower”Evergreen” and, together with PEGHI, and together with the Parent BorrowerPactiv, the “U.S. Borrowers” or the “Revolving Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto PACTIV EVERGREEN INC. (the formerly ▇▇▇▇▇▇▇▇ Group Holdings Limited), a Delaware corporation (“LendersHoldings”), REGIONS BANKthe Guarantors (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), in its capacity the Lenders, CREDIT SUISSE AG, as administrative agent for the Term Lenders (in such capacity, including any successor thereto, the “Term Loan Facility Administrative Agent”) and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Revolving Credit Lenders (in such capacity, including any successor thereto, the “Revolving Credit Facility Administrative Agent”), . The Borrowers have requested (a) the U.S. Term Lenders (as issuing bank defined in Article I) to extend credit in the form of U.S. Term Loans (as defined in Article I) to the “Issuing Bank”), and as swingline lender (U.S. Borrowers on the “Swingline Lender”), SUNTRUST BANK2016 Restatement Date, in its capacity as syndication agent for an aggregate principal amount not in excess of $1,973,000,000, (b) the European Term Lenders (as defined in Article I) to make European Term Loans (as defined in Article I) to the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A.European Borrowers on the 2016 Restatement Date, in its capacity as documentation agent for an aggregate principal amount not in excess of €250,000,000, (c) the Revolving Credit Lenders (as defined in Article I) to extend credit to the “Documentation Agent”Revolving Borrowers in the form of Revolving Loans from time to time prior to the Revolving Credit Maturity Date in an aggregate principal amount at any time outstanding not in excess of $1,100,000,000 and (d) the Issuing Banks to issue Letters of Credit in an aggregate face amount at any time outstanding not in excess of the aggregate amount of the L/C Commitments at such time. The U.S. Term Lenders, the European Term Lenders, the Revolving Credit Lenders and the Issuing Banks are willing to extend such credit, in each case on the terms and subject to the conditions set forth herein and in Amendment No. 10. The proceeds of the Term Loans to be made on the 2016 Restatement Date are to be used solely to consummate the 2016 Restatement Transactions and for general corporate purposes of Holdings and the Subsidiaries. The proceeds of the Revolving Loans and any Incremental Term Loans made after the 2016 Restatement Date are to be used solely for general corporate purposes of Holdings and the Subsidiaries. Letters of Credit are to be issued to support payment obligations incurred in the ordinary course of business by the Borrowers and the Subsidiaries of Holdings (including payment obligations with respect to any local working capital facilities (other than the Local Facilities)).
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Schedules. Schedule 1.11.01(a) - Existing Letters of Credit Schedule 1.01(b) - Subsidiary Guarantors Schedule 1.01(c) - Mortgaged Property Schedule 2.01 - Lenders and Commitments Schedule 3.07 - Title to Properties; Possession Under Leases Schedule 3.08 - Subsidiaries Schedule 3.09(a) - Litigation Schedule 3.09(d) - Certificates of Occupancy; Permits Schedule 3.16 - Employee Benefit Plans Schedule 3.17 - Environmental Matters Schedule 3.18 - Insurance Schedule 3.19(a) - UCC Filing Offices Schedule 3.19(c) - Mortgage Filing Offices Schedule 3.20 - Leased Real Property Schedule 5.12 - Further Assurances Schedule 5.15 - Post-A Applicable Margins and Applicable Percentages Closing Obligations Schedule 1.1-C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 6.01 - Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 - Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 A - Revolving Credit Note (Parent Borrower) Form of Administrative Questionnaire Exhibit A-2 B - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Form of Assignment and Acceptance Exhibit C - Pledge Agreement Form of Borrowing Request Exhibit D - Notice Form of Revolving Borrowing Guarantee and Collateral Agreement Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED Form of Mortgage Exhibit F - Form of Affiliate Subordination Agreement Exhibit G - Form of Opinion of Fulbright & ▇▇▇▇▇▇▇▇ L.L.P. Exhibit H - Form of Compliance Certificate Exhibit I - Auction Procedures Exhibit J - Form of Exemption Certificate CREDIT AGREEMENT dated as of August 17, 2012 (this “Agreement”) is made and entered into as of November 28), 2007, by and among ENERGYSOUTH, INC.FAIRWAY GROUP ACQUISITION COMPANY, a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTDFAIRWAY GROUP HOLDINGS CORP., an Alabama limited partnership a Delaware corporation (the “Subsidiary Borrower”, and together with the Parent Borrower, the “BorrowersHoldings”), the several banks Lenders (such term and each other financial institutions and lenders from time to time party hereto (capitalized term used but not defined in this introductory statement having the “Lenders”meaning given it in Article I), REGIONS BANKand CREDIT SUISSE AG, in its capacity as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”)) and as collateral agent (in such capacity, as issuing bank (including any successor thereto, the “Issuing BankCollateral Agent”)) for the Lenders. The Borrower has requested that the Lenders extend credit in the form of (a) Term Loans on the Closing Date, in an aggregate principal amount not in excess of $260,000,000, and as swingline lender (b) Revolving Loans at any time after the “Swingline Lender”), SUNTRUST BANKClosing Date and from time to time prior to the Revolving Credit Maturity Date, in its capacity an aggregate principal amount at any time outstanding not in excess of $40,000,000. The Borrower has requested the Issuing Bank to issue Letters of Credit, in an aggregate face amount at any time outstanding not in excess of $40,000,000, to support payment obligations incurred in the ordinary course of business by the Borrower and the Subsidiaries (including lease obligations). The proceeds of the Term Loans are to be used on the Closing Date to refinance the Existing Credit Agreement and to pay related fees and expenses. Any proceeds not so used on the Closing Date may be used to repay all or a portion of the Glickberg Note (as syndication agent defined below) on or within sixty (60) days of the Closing Date and to provide financing for working capital and general corporate purposes of the Borrower and the Subsidiaries (including financing for new store growth). The proceeds of the Revolving Loans are to be used solely for working capital and general corporate purposes of the Borrower and the Subsidiaries (including financing for new store growth). The Lenders are willing to extend such credit to the Borrower, and the Issuing Bank is willing to issue Letters of Credit for the Lenders (account of the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A.Borrower, in its capacity each case on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as documentation agent for the Lenders (the “Documentation Agent”).follows:
Appears in 1 contract
Schedules. The Schedules attached to, and forming part of, this Agreement are as follows: Schedule 1.1-A Applicable Margins and Applicable Percentages Schedule 1.1-C 1 - Commitments of the Lenders under Tranches 1, 2 and 3 Schedule 2 - Form of Corporate Separateness Covenant and Assurance Agreement Schedule 3 - Form of Acknowledgement and Agreement from Eligible Affiliates of the Administrative Agent, an Other Agent or a Lender Schedule 4 - List of Independent Subsidiaries Schedule 5 - Form of Non Recourse Acknowledgement and Undertaking Schedule 6 - List of Permitted Liens Schedule 7 - Description of Permitted Indebtedness Schedule 8 - Description of Pre-existing Accommodation Schedule 9 - Form of Tax Sharing Agreement Schedule 10 - Form of Notice of Borrowing Schedule 11 - Form of Note of Conversion/Renewal Schedule 12 - Minimum Amounts of Borrowings under Tranches Schedule 13 - Notice Periods for Borrowing of Types of Accommodation under Tranches Schedule 14 - Form of BA Equivalent Note Schedule 15 - Form of Non Bank Certificate for U.S. Withholding Tax Purposes Schedule 16 - Listing of Particulars of Shares and Other Securities to be Pledged under the Security Schedule 17 - Litigation Schedule 18 - Corporate Chart SECTION 1.17 Schedule 19 - Disclosure Schedule Schedule 20 - List of Material Contracts Schedule 21 - Form of Quarterly Reporting Compliance Certificate Schedule 22 - Form of Quarterly Environmental Compliance Certificate Schedule 23 - Insurance Requirements Schedule 24 - Form of Undertaking relative to Assignments by Lenders Schedule 1.1-RI Refinanced Indebtedness 25 - Form of Assignment and Assumption Agreement relative to Assignments by Lenders Schedule 4.1 Jurisdictions 26 - List of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Non Material Restricted Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 27 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Exhibit D - Notice Commitments of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of November 28, 2007, by and among ENERGYSOUTH, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (under the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).LC Line
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins 1.01(a) - Contributed Polo Assets Schedule 1.01(b) - Excluded Subsidiaries Schedule 1.01(c) - Mortgaged Property Schedule 1.01(d) - Subsidiary Guarantors Schedule 2.01 - Lenders and Applicable Percentages Commitments Schedule 1.1-C Commitments of Lenders 3.08 - Subsidiaries Schedule 1.1-RI Refinanced Indebtedness 3.09 - Litigation Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business 3.17 - Environmental Matters Schedule 4.14 3.18 - Insurance Schedule 3.19(a) - UCC Filing Offices Schedule 3.19(c) - Mortgage Filing Offices Schedule 3.20(a) - Owned Real Property Schedule 3.20(b) - Leased Real Property Schedule 3.26(a) - Disclosed Time Share Matters Schedule 3.26(b) - Resorts Schedule 6.01 - Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 - Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 A - Revolving Credit Note (Parent Borrower) Form of Administrative Questionnaire Exhibit A-2 B - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Form of Assignment and Assumption Exhibit C - Pledge Agreement Form of Borrowing Request Exhibit D - Notice Form of Revolving Borrowing Guarantee and Collateral Agreement Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED Form of Mortgage Exhibit F-1 - Form of Dorfinco Intercreditor Agreement Exhibit F-2 - Form of Receivables Facility Intercreditor Agreement Exhibit F-3 - Form of First Lien Intercreditor Agreement Exhibit G-1 - Form of Opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP Exhibit G-2 - Form of Opinion of [·] Exhibit G-3 - Form of Local Counsel Opinion CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28April 26, 2007, by and among ENERGYSOUTH, INCDRS ACQUISITION CORP., a Delaware Maryland corporation to be merged with and into SUNTERRA CORPORATION, a Maryland corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANYDIAMOND RESORTS HOLDINGS, LTD.LLC, an Alabama a Nevada limited partnership liability company (the “Subsidiary BorrowerPolo Holdings”), and together with the Parent BorrowerDIAMOND RESORTS PARENT, the LLC, a Nevada limited liability company (“BorrowersHoldings”), the several banks and other financial institutions and lenders from time to time party hereto Lenders (the “Lenders”as defined in Article I), REGIONS BANKand CREDIT SUISSE, in its capacity CAYMAN ISLANDS BRANCH, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders. The Borrower has requested the Lenders to make Loans (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), in an aggregate principal amount not in excess of $140,000,000. The proceeds of the Loans (other than the Delayed Draw Term Loans) are to be used, together with the proceeds of the First Lien Term Loans (other than the First Lien Delayed Draw Term Loans) solely (a) to refinance all amounts outstanding or accrued and payable under the Tender Facility Credit Agreement, (b) to pay the Acquisition Consideration in respect of shares of common stock of Sunterra Corporation, a Maryland corporation, not acquired pursuant to the Tender Offer and (c) to pay Transaction Costs in an aggregate amount not to exceed $36,600,000. The proceeds of the Delayed Draw Term Loans, together with the proceeds of the First Lien Delayed Draw Term Loans, are to be used solely to finance the repurchase of any Existing Sunterra Notes repurchased pursuant to the Existing Sunterra Notes Repurchase Offer. 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 issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).follows:
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins 1.01(a) Lenders and Applicable Percentages Commitments Schedule 1.1-C Commitments 1.01(b) Locations — United States and Canada Schedule 1.01(c) Locations — United Kingdom Schedule 1.01(d) Eligible Real Property Schedule 1.01(e) Consolidated EBITDA Schedule 1.01(f) Consolidated Net Cash Flow Schedule 1.01(g) Qualified Derivative Obligations Schedule 3.01(c) Existing US Letters of Lenders Credit Schedule 1.1-RI Refinanced 8.01 Qualifications to do Business Schedule 8.04 Capital Structure Schedule 8.05 Names Schedule 8.06 Business Locations Schedule 8.12 Surety Obligations Schedule 8.18 Restrictions Schedule 8.19 Litigation Schedule 8.21 Leases Schedule 8.24 ERISA Plans Schedule 8.25 Business Relationships Schedule 8.31 Continuing Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business 8.32 Insurance Schedule 4.14 Existing 8.32 Employee Benefit Plans Schedule 10.02 Liens Schedule 10.05 Indebtedness Schedule 4.15 Existing 10.09 Bank Accounts Schedule 10.07 Deposits with Financial Institutions Schedule 10.08 Transactions with Affiliates Schedule 10.13 Operating Leases Schedule 10.12 Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions 10.20 Deposit Accounts EXHIBITS Exhibit A-1 - Revolving Credit Note (Parent Borrower) Notice of Borrowing Exhibit A-2 - Notice of Conversion/Continuation Exhibit B-1 Form of US Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - B-2 Form of US Swingline Note Exhibit B-1 - Parent Guarantee B-3 Form of UK Revolving Note Exhibit B-2 - Subsidiary Guarantee B-4 Form of UK Swingline Note Exhibit C - Form Assignment and Assumption Agreement Exhibit D Form of Incremental Commitment Agreement Exhibit E Form of Joinder Agreement Exhibit F Form of US Letter of Request Exhibit G Form of UK Letter of Request Exhibit H Form of Section 5.04(b)(ii) Certificate Exhibit I-1-A Form of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Opinion (Mobile Mini Entities) Exhibit I-1-B Form of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Opinion (Mobile Storage Entities) Exhibit I-2 Form of White & Case Opinion Exhibit I-3 Form of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ Opinion Exhibit I-4-A Form of UK Opinion (Mobile Mini Entities) Exhibit I-4-B Form of UK Opinion (Mobile Storage Entities) Exhibit I-5 Form of Luxembourg Opinion Exhibit I-6 Form of Canadian Opinion Exhibit I-7 Form of Special Delaware Counsel Opinion Exhibit J Form of Credit Party Secretary’s Certificate Exhibit K Form of US Pledge Agreement Exhibit D - Notice L Form of Revolving UK Share Charge Exhibit M US Security Agreement Exhibit N UK Debenture Exhibit O Form of Solvency Certificate Exhibit P Form of Compliance Certificate Exhibit Q Form of Borrowing Base Certificate Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED R UK Intercreditor Deed ABL CREDIT AGREEMENT (this “Agreement”) is made and entered into AGREEMENT, dated as of November 28June 27, 20072008, by and among ENERGYSOUTHMobile Mini, INC.Inc., a Delaware corporation (the “Parent US Company” and, together with each other entity that executes this Agreement as a US Borrower or that becomes a US Borrower pursuant to Section 9.13(f), Section 9.13(g), or Section 10.12, collectively, the “US Borrowers”, and each, a “US Borrower”), BAY GAS STORAGE COMPANYRavenstock MSG Limited, LTD., an Alabama a limited partnership liability company incorporated in England and Wales (the “Subsidiary BorrowerUK Company”), Mobile Mini UK Limited, a corporation incorporated in England and Wales (“Mobile Mini UK” and together with UK Company and each other entity that executes this Agreement as a UK Borrower or that becomes a UK Borrower pursuant to Section 10.12, collectively, the “UK Borrowers”, and each, a “UK Borrower” and, together with the Parent each US Borrower, collectively, the “Borrowers”, and each, a “Borrower”), the several banks and other financial institutions and lenders Guarantors party hereto from time to time, the Lenders party hereto from time to time party hereto (the “Lenders”)and Deutsche Bank AG New York Branch, REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), . All capitalized terms used herein and defined in Section 1 are used herein as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”)therein defined.
Appears in 1 contract
Schedules. Schedule 1.14.1(b): Authorizations, Consents and Approvals Needed by the Sellers Schedule 4.1(c): Authorizations, Consents and Approvals Needed by Crompton Schedule 4.1(d): Authorizations, Consents and Approvals Needed by the Company Schedule 4.1(e): Title to Offered Membership Interest Schedule 4.1(g): Pending Litigation Against Crompton, the Sellers or the Company Schedule 4.1(h): Subsidiaries and Other Investments Schedule 4.1(i): Taxes Schedule 4.1(j): Undisclosed Liabilities (Sellers' Knowledge) Schedule 4.1(l): Necessary Assets Schedule 4.2(b): Authorization, Consents and Approvals Needed by Purchaser Schedule 4.2(c): Pending Litigation Against Purchaser or the Company Schedule 4.2(d): Undisclosed Liabilities (Purchaser's Knowledge) Schedule 5.1(b): Conduct of Business Prior to Closing Schedule 6.1(j): Material Agreements Requiring Consent Schedule 7.1(c): Requested Pre-Exercise Technology Schedule 7.1(d): Requested Crompton Technology Schedule 7.4: List Of Employees (No-Hire) Schedule 8.4(c)(iv): Locations in United States and Mexico EXHIBIT A Applicable Margins and Applicable Percentages Schedule 1.1FORM OF SECOND LLC AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF ▇▇▇▇▇▇▇▇▇ LLC EXHIBIT B FORM OF LLC CERTIFICATE OF MEMBERSHIP INTEREST EXHIBIT C FORM OF OPINION OF COUNSEL TO PURCHASER AND ITS AFFILIATES EXHIBIT D -1 FORM OF OPINION OF COUNSEL TO CROMPTON, THE SELLERS AND THEIR AFFILIATES EXHIBIT D -2 FORM OF OPINION OF SKADDEN, ARPS, SLATE, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP EXHIBIT E FORM OF ALTERNATIVE DISPUTE RESOLUTION PROCEDURES EXHIBIT F FORM OF TERMINATION AGREEMENT FOR MARKETING RIGHTS AND MARGIN AGREEMENT EXHIBIT G FORM OF AMENDMENT TO PRE-C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 - Revolving Credit Note EXERCISE DISTRIBUTION AND TECHNOLOGY LICENSE AGREEMENT EXHIBIT H FORM OF TRANSFER AGREEMENT FOR THIRAM TECHNICAL REGISTRATION EXHIBIT I FORM OF CONSENT (Parent BorrowerMATERIAL CONTRACTS) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Exhibit D - Notice of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED EXHIBIT J FORM OF INCUMBENCY AND RESTATED CREDIT SPECIMEN CERTIFICATE EXHIBIT K FORM OF OFFICER'S CERTIFICATE REGARDING WARRANTIES EXHIBIT L-1 FORM OF SUPPLY AGREEMENT (this “Agreement”THIRAM) EXHIBIT L-2 FORM OF SUPPLY AGREEMENT (PCNB) EXHIBIT L-3 FORM OF SUPPLY AGREEMENT (VITAVAX TECH) EXHIBIT L-4 FORM OF SUPPLY AGREEMENT IPCONAZOLE FOR VORTEX FORMULATION FOR CORN, COTTON AND SORGHUM) EXHIBIT M FORM OF DISTRIBUTOR AGREEMENT - EQUIPMENT EXHIBIT N FORM OF DISTRIBUTOR AGREEMENT - VITAVAX FORMULATIONS (UNITED STATES AND MEXICO) EXHIBIT O FORM OF DISTRIBUTOR AGREEMENT - PRODUCTS (TO CROMPTON OUTSIDE TERRITORY) EXHIBIT P-1 FORM OF US SERVICES TERMINATION AGREEMENT EXHIBIT P-2 FORM OF MEXICO SERVICES AMENDMENT EXHIBIT Q FORM OF BAYER LETTER AGREEMENT EXHIBIT R [INTENTIONALLY OMITTED] EXHIBIT S FORM OF OPINION OF COUNSEL TO THE COMPANY EXHIBIT T FORM OF RELEASE AGREEMENT EXHIBIT U LIST OF EXISTING PRODUCTS EXHIBIT V-1 SECTION 7.1(F) CONTRACTS - THIRD PARTY EXHIBIT V-2 SECTION 7.1(F) CONTRACTS - CROMPTON PURCHASE AGREEMENT THIS PURCHASE AGREEMENT is made and entered into dated as of November 28March 22, 20072004 (the "Effective Date"), by and among ENERGYSOUTH, INC.Crompton Corporation, a Delaware corporation organized under the laws of the State of Delaware, United States of America (the “Parent Borrower”"Crompton"), BAY GAS STORAGE COMPANYUniroyal Chemical Company, LTD.Inc., an Alabama limited partnership a corporation organized under the laws of the State of New Jersey, United States of America ("Uniroyal"), GT Seed Treatment, Inc., a corporation organized under the “Subsidiary Borrower”laws of the State of Minnesota, United States of America ("GT Seed Treatment", and together with the Parent BorrowerUniroyal, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”"Sellers"), and as swingline lender ▇▇▇▇▇▇▇▇▇ LLC, a limited liability company organized under the laws of the State of Delaware, United States of America (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”"Company"), and JPMORGAN CHASE BANKBayer CropScience LP, N.A.a limited partnership organized under the laws of the State of Delaware, in its capacity as documentation agent for the Lenders United States of America (the “Documentation Agent”"Purchaser").
Appears in 1 contract
Sources: Purchase Agreement (Crompton Corp)
Schedules. Schedule 1.1-A Applicable Margins I - List of Affiliate Contracts Schedule II - Funding Statement Schedule III - The Land Schedule IV - Lenders’ Ratable Share Schedule V - Short Term Repairs Schedule VI - Intentionally Omitted Schedule VII - Rent Roll Schedule VIII - Estoppels and Applicable Percentages Subordination, Nondisturbance and Attornment Agreements Schedule 1.1-C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions IX - Borrower’s Chief Executive Office Address, Jurisdiction of Organization and Qualification to Transact Business Federal Employer’s Identification Number Schedule 4.14 Existing Indebtedness X - Borrower’s Organizational Chart Schedule 4.15 Existing Subsidiaries XI - Approved Alterations Schedule 7.2 Existing Liens XII - Estoppel Certificates Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 XIII - Revolving Credit Note (Parent Borrower) Exhibit A-2 Standard Form of Lease Schedule XIV - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 Collective Bargaining Agreements and Union Contracts Schedule XV - Swingline Note Exhibit B-1 Intentionally Omitted Schedule XVI - Parent Guarantee Exhibit B-2 Ground Lease Schedule XVII - Subsidiary Guarantee Exhibit Sublease Schedule XVIII - Accounts Schedule XIX - REIT Assets EXHIBIT A - Form of Agreement Regarding Instructions Given by Telephone or Facsimile EXHIBIT B - Form of Sublease Amendment EXHIBIT C - Pledge Agreement Exhibit Form of Section 2.2.8 Certificate EXHIBIT D - Notice Form of Revolving Borrowing Exhibit E - Assignment and Acceptance EXHIBIT E - Form of Draw Request and Borrower’s Certificate EXHIBIT F - Form of Subordination, Non-Disturbance and Attornment Agreement EXHIBIT G - Form of Assignment of Interest Rate Cap Agreement EXHIBIT H - Form of Tenant Direction Letter EXHIBIT I - Form of Requisition Authorization Statement EXHIBIT J - Form of Subordination Agreement THIS AMENDED AND RESTATED CREDIT AGREEMENT Loan Agreement, dated as of July 26, 2011 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of November 28), 2007, by and among ENERGYSOUTH, INC.between EMPIRE STATE LAND ASSOCIATES L.L.C., a Delaware corporation New York limited liability company, having its principal place of business c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLC, One Grand Central Place, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the “Parent ESLA”), EMPIRE STATE BUILDING ASSOCIATES L.L.C., a New York limited liability company, having its principal place of business c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLC, One Grand Central Place, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (“ESBA” and together with ESLA, collectively, “Borrower”), BAY GAS STORAGE COMPANYand HSBC BANK USA, LTD.NATIONAL ASSOCIATION, an Alabama limited partnership a bank organized under the laws of the United States of America (the “Subsidiary Borrower”, and together with the Parent Borrower, the “BorrowersHSBC”), having an address at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as administrative agent (including any of its successors and assigns, “Agent”) for itself and the several banks and other financial institutions and Lenders signatory hereto (collectively, together with such other co-lenders as may exist from time to time party hereto (the time, “Lenders”)” and individually, REGIONS BANK, in its capacity as administrative agent for the Lenders (the each a “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, . All capitalized terms used herein shall have the respective meanings set forth in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”)Article I hereof.
Appears in 1 contract
Sources: Loan Agreement (Empire State Building Associates L.L.C.)
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages 1.1(a) Commitments Schedule 1.1-C Commitments of Lenders 1.1(b) Excluded Subsidiaries Schedule 1.1-RI Refinanced 1.1(c) Unrestricted Subsidiaries Schedule 1.1(d) First Day Orders Schedule 2.1(a) Exchanged Amounts Schedule 6.4 Litigation Schedule 6.12 Subsidiaries Schedule 6.15 Property Schedule 7.9 Closing Date Affiliate Transactions Schedule 8.1 Closing Date Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing 8.2 Closing Date Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS 8.4 Scheduled Dispositions Schedule 8.5 Closing Date Investments Schedule 11.2 Notice Addresses Exhibit A-1 - Revolving Credit Note (Parent Borrower) A Form of Notice of Borrowing Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary B Form of Guarantee Exhibit C - Form of Pledge Agreement Exhibit D - Notice Form of Revolving Borrowing Security Agreement Exhibit E - Form of Credit Party Closing Certificate Exhibit F Form of Assignment and Acceptance THIS AMENDED AND RESTATED Exhibit G Form of Promissory Note (Term Loans) Exhibit H Form of Non-U.S. Lender Certification Exhibit I Initial Budget Exhibit J Form of Final Order Exhibit K Form of Budget Notice Exhibit L Form of Interim Fee Order SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT AGREEMENT, dated as of June 19, 2014, among ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC, a Delaware limited liability company and a debtor and debtor-in-possession (this “AgreementEFIH”) is made and entered into as of November 28, 2007, by and among ENERGYSOUTH, EFIH FINANCE INC., a Delaware corporation and a debtor and debtor-in-possession (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, EFIH FINANCE” and together with the Parent EFIH, each a “Co-Borrower” and collectively, the “Co-Borrowers” or the “Borrower”)) in a case pending under chapter 11 of the Bankruptcy Code, the several banks and other financial lending institutions and lenders from time to time party hereto parties hereto, including all Exchanging Lenders (each a “Lender” and, collectively, the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”)DEUTSCHE BANK AG NEW YORK BRANCH, as issuing bank (the “Issuing Bank”)Administrative Agent and Collateral Agent and DEUTSCHE BANK SECURITIES INC., CITIGROUP GLOBAL MARKETS INC., ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., BARCLAYS BANK PLC, RBC CAPITAL MARKETS and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE UNION BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”)Joint Lead Arrangers and Joint Bookrunners.
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages Schedule 1.1-C Commitments of 1.01 — Disqualified Lenders Schedule 1.1-RI Refinanced Indebtedness 2.01 — Commitments Schedule 4.1 Jurisdictions of Organization 3.12 — Subsidiaries Schedule 3.18 — Regulatory Status and Qualification to Transact Business Memberships Held Schedule 4.14 6.01 — Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 — Existing Liens Schedule 7.5 6.04(e) — Existing Contractual Investments Schedule 6.05 — Dispositions Schedule 6.09 — Existing Affiliate Transactions Schedule 6.10 — Existing Restrictions EXHIBITS Schedule 9.01 — Notices Exhibit A-1 - Revolving Credit Note (Parent Borrower) — Form of Assignment and Assumption Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) — Form of Borrower Assignment and Assumption Exhibit A-3 - Swingline B — Form of Reaffirmation Agreement Exhibit C — Form of Perfection Certificate Exhibit D — [Reserved] Exhibit E — [Reserved] Exhibit F-1 — Form of First Lien Intercreditor Agreement Exhibit F-2 — Form of Junior Lien Intercreditor Agreement Exhibit G — Form of Restatement Effective Date Certificate Exhibit H — Form of Intercompany Note Exhibit B-1 - Parent Guarantee I — Form of Specified Discount Prepayment Notice Exhibit B-2 - Subsidiary Guarantee J — Form of Specified Discount Prepayment Response Exhibit C - Pledge Agreement K — Form of Discount Range Prepayment Notice Exhibit D - L — Form of Discount Range Prepayment Offer Exhibit M — Form of Solicited Discounted Prepayment Notice Exhibit N — Form of Revolving Borrowing Solicited Discounted Prepayment Offer Exhibit E - Assignment O — Form of Acceptance and Acceptance THIS Prepayment Notice Exhibit P-1 — Form of Tax Status Certificate 1 Exhibit P-2 — Form of Tax Status Certificate 2 Exhibit P-3 — Form of Tax Status Certificate 3 Exhibit P-4 — Form of Tax Status Certificate 4 Exhibit Q — Form of Solvency Certificate Exhibit R — Form of Compliance Certificate FOURTH AMENDED AND RESTATED CREDIT AGREEMENT AGREEMENT, dated as of June 30, 2017 (this “Agreement”) is made and entered into as of November 28), 2007, by and among ENERGYSOUTH, INC.VIRTU FINANCIAL LLC, a Delaware corporation limited liability company (“Holdings”), VFH PARENT LLC, a Delaware limited liability company (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time LENDERS party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (in its capacity as documentation agent for the Lenders (such capacities, including any successor thereto, the “Documentation Administrative Agent”). This Agreement amends and restates the Existing Credit Agreement (as defined below) in its entirety.
Appears in 1 contract
Schedules. Schedule 1.1-1.01(a) - Tranche A Applicable Margins and Applicable Percentages Commitment Schedule 1.1-C Commitments 1.01(b) - Tranche B Commitment Schedule 1.01(c) - Specified Letters of Lenders Credit Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 3.01 - Jurisdictions of Organization Company and Qualification to Transact Business Restricted Subsidiaries Schedule 4.14 3.08 - Subsidiaries Schedule 3.09 - Litigation Schedule 3.17 - Environmental Matters Schedule 3.18 - Insurance Schedule 3.19(a) - UCC Filing Offices Schedule 3.20 - Real Property Schedule 5.09 - Initial Budget Schedule 5.15 - Post-Closing Obligations Schedule 5.18 - Milestones Schedule 6.01 - Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 - Existing Liens Schedule 7.5 6.04(a) - Existing Contractual Restrictions EXHIBITS Investments Schedule 6.07 - Certain Transactions with Affiliates Schedule 6.15 - Additional Subsidiaries Exhibit A-1 A - Revolving Credit Note (Parent Borrower) Form of Assignment and Acceptance Exhibit A-2 B - Revolving Credit Note (Subsidiary Borrower) Form of Affiliated DIP Creditor Assignment and Acceptance Exhibit A-3 C-1 - Swingline Note Form of Borrowing Request Exhibit B-1 C-2 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Form of Request Notice Exhibit D - Notice of Revolving Borrowing [Reserved] Exhibit E - Assignment Form of Interest Election Notice Exhibit F - Form of Interim Order Exhibit G - Form of Prepayment Notice Exhibit H - Form of Affiliate Subordination Agreement Exhibit I - Form of Guarantee and Acceptance THIS AMENDED Collateral Agreement Exhibit J - Form of Compliance Certificate Exhibit K-1 - Form of U.S. Tax Compliance Certificate Exhibit K-2 - Form of U.S. Tax Compliance Certificate Exhibit K-3 - Form of U.S. Tax Compliance Certificate Exhibit K-4 - Form of U.S. Tax Compliance Certificate Exhibit L - Form of Perfection Certificate Exhibit M - [Reserved] Exhibit N - Form of Initial Budget Exhibit O - Form of Instrument of Transfer Exhibit P - Form of Note Exhibit Q - Form of Secretary’s Certificate Exhibit R - Form of Closing Certificate Exhibit S - Form of Substitution for DIP Notes Creditor DEBTOR-IN-POSSESSION CREDIT AND RESTATED CREDIT NOTE PURCHASE AGREEMENT (this “Agreement”) is made and entered into dated as of November 28March 15, 20072024, by and among ENERGYSOUTH, ENVIVA INC., a Delaware corporation (the “Parent BorrowerCompany”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership ) and a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”as defined below), the several banks DIP Creditors (such term and each other financial institutions and lenders from time to time party hereto (capitalized term used but not defined in this introductory statement having the “Lenders”meaning given it in Article I), REGIONS BANK, in its capacity as administrative agent for the Lenders ACQUIOM AGENCY SERVICES LLC (the “Administrative AgentAcquiom”) and SEAPORT LOAN PRODUCTS LLC (“Seaport”), as issuing bank co-administrative agents (in such capacity, including any successor thereto in such capacity, the “Issuing BankCo-Administrative Agents”)) and Acquiom, and as swingline lender collateral agent (in such capacity, including any successor thereto in such capacity, the “Swingline LenderCollateral Agent”), SUNTRUST BANK, in its capacity as syndication agent ) for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”)DIP Creditors.
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages 1.01 -- Guarantors Schedule 1.1-C 2.01 -- Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness 3.05 -- Real Property Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business 3.06 -- Disclosed Matters Schedule 4.14 3.12 -- Subsidiaries Schedule 3.13 -- Insurance Schedule 6.01 -- Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 -- Existing Liens Schedule 7.5 6.05 -- Existing Contractual Investments Schedule 6.10 -- Existing Restrictions EXHIBITS Schedule A -- Mortgaged Property Schedule B -- Scheduled Indebtedness Schedule C -- Approved Account Debtors EXHIBITS: Exhibit A-1 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee A -- Form of Assignment and Acceptance Exhibit C - -- Form of Perfection Certificate Exhibit D -- Form of Pledge Agreement Exhibit D - Notice E -- Form of Revolving Guarantee Agreement Exhibit F -- Form of Indemnity, Subrogation and Contribution Agreement Exhibit G -- Form of Security Agreement Exhibit H -- Form of Borrowing Request -vi- Exhibit E - Assignment and Acceptance THIS I -- Form of Interest Election Request Exhibit J -- Form of Monthly Borrowing Base Certificate Exhibit K -- Form of Mortgage Exhibit L -- Form of Issuing Bank Agreement Exhibit M-1 -- Form of Borrowing Subsidiary Agreement Exhibit M-2 -- Form of Borrowing Subsidiary Termination Exhibit N -- Form of Foreign Borrower Supplement AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28June 23, 2007, by and 2000 among ENERGYSOUTHBENCHMARK ELECTRONICS, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders Borrowing Subsidiaries from time to time party hereto (hereto, the “Lenders”)LENDERS party hereto, REGIONS FLEET NATIONAL BANK, in its capacity as administrative agent for the Lenders (the “Administrative Documentation Agent”), CREDIT SUISSE FIRST BOSTON, as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANKBANK OF AMERICA, N.A., BANK ONE, NA and SUN TRUST BANK as Co-Agents and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent and Issuing Bank. Pursuant to the Stock Purchase Agreement (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Company acquired all the issued and outstanding shares of capital stock of the Avex Entities. In connection with the Acquisition, on the Effective Date of the Original Credit Agreement (a) the Company borrowed the Term Loans and a principal amount not to exceed $75,000,000 of the Revolving Loans, (b) the Company received the proceeds of not less than $80,200,000 aggregate principal amount of the Subordinated Notes and (c) the Company refinanced the Scheduled Indebtedness. Under the Original Credit Agreement, the Lenders agreed to extend credit in the form of (a) Term Loans on the Effective Date in an aggregate principal amount not in excess of $100,000,000 and (b) Revolving Loans at any time and from time to time on or after the Effective Date and prior to the Revolving Maturity Date in an aggregate principal amount at any time outstanding not in excess of $125,000,000 minus the LC Exposure at such time, and the Issuing Banks agreed to issue Letters of Credit in an aggregate stated amount at any time outstanding that would not result in the LC Exposure exceeding $20,000,000. The proceeds of the Term Loans and of Revolving Loans made on the Effective Date were to be used by the Company solely (i) to finance the Acquisition, (ii) to refinance the Scheduled Indebtedness and (iii) to pay fees and expenses related to the Effective Date Transactions. The proceeds of the remaining Revolving Loans were to be used by the Company and its capacity Subsidiaries to provide working capital and for other general corporate purposes. The Letters of Credit were to be used to support obligations incurred by the Company and the Subsidiaries in the ordinary course of their businesses. The Company has requested that the Original Credit Agreement be amended and restated to, among other things, increase the Revolving Commitments to $175,000,000 on the Restatement Effective Date and amend certain covenants as documentation agent set forth herein. The proceeds of Loans made under the increased Revolving Commitments, and Letters of Credit issued pursuant thereto, will be used for the Lenders (same purposes as the “Documentation Agent”).Loans made and the Letters of Credit issued under the Revolving Commitments as originally in effect. The parties hereto agree as follows:
Appears in 1 contract
Schedules. Schedule 1.11 - Representations and Warranties with Respect to Purchased Mortgage Loans Schedule 2 - Authorized Representatives Schedule 3 - Approved Third Party Originators ANNEXES Annex I - Buyer Acting as Agent Annex II - Non-A Applicable Margins and Applicable Percentages Schedule 1.1-C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions Utilization Fee Formula EXHIBITS Exhibit A-1 A - Revolving Credit Note (Parent Borrower) Form of Transaction Request -ii- Exhibit A-2 B - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Form of Purchase Confirmation Exhibit C - Pledge Agreement Form of Custodial Mortgage Loan Schedule Exhibit D - Notice Form of Revolving Borrowing Officer's Compliance Certificate Exhibit E - Assignment Form of Guaranty Exhibit F - Form of Opinion of Sellers' and Acceptance THIS Guarantor's counsel Exhibit H - List of Preferred Takeout Investors Exhibit I - Officer's Certificate of the Sellers Exhibit J - Sellers' Tax Identification Number Exhibit L - RESERVED Exhibit M - Escrow Instruction Letter Exhibit N - Custodial and Bank Fee Schedule Exhibit O - Form of Servicer Notice This is an AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into MASTER REPURCHASE AGREEMENT, dated as of November 28March 30, 20072005, by and among ENERGYSOUTH, INC., a Delaware corporation between CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the “Parent Borrower”"Buyer"), BAY GAS STORAGE THE NEW YORK MORTGAGE COMPANY, LTD.LLC (a "Seller" or "NYMC"), an Alabama limited partnership NEW YORK MORTGAGE FUNDING, LLC (the “Subsidiary Borrower”a "Seller" or "NYMF", and together with the Parent BorrowerNYMC, the “Borrowers”"Sellers") and New York Mortgage Trust, Inc. (the "Parent Guarantor"). The Buyer and NYMC are parties to that certain Master Repurchase Agreement, dated as of March 30, 2005, as amended by Amendment No. 1, dated as of December 4, 2002, Amendment No. 2, dated as of February 20, 2003, Amendment No. 3, dated as of April 22, 2003, Amendment No. 4, dated as of July 1, 2003, Amendment No. 5, dated as of July 7, 2003, Amendment No. 6, dated as of July 31, 2003, Amendment No. 7, dated as of August 4, 2003, Amendment No. 8, dated as of August 9, 2003, Amendment No. 9, dated as of August 28, 2003, Amendment No. 10, dated as of September 17, 2003, Amendment No. 11, dated as of October 1, 2003, Amendment No. 12, dated as of October 31, 2003, Amendment No. 13, dated as of January 7, 2004, Amendment No. 14, dated as of April 8, 2004, Amendment No. 15, dated as of April 27, 2004, Amendment No. 16, dated as of May 6, 2004, Amendment No. 17, dated as of June 30, 2004, Amendment No. 18, dated as of August 17, 2004, Amendment No. 19, dated as of October 1, 2004 and Amendment No. 20, dated as of October 14, 2004 (the "Existing Repurchase Agreement"; as amended by this Amendment, the several banks "Repurchase Agreement"). The parties have requested that the Existing Master Repurchase Agreement be amended and other financial institutions restated on the terms and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”)conditions set forth herein.
Appears in 1 contract
Sources: Master Repurchase Agreement (New York Mortgage Trust Inc)
Schedules. Schedule 1.1SCHEDULE 1.01(a) -- Commitments SCHEDULE 1.01(b) -- Provisions Relating to Bankers’ Acceptances, Bankers’ Acceptance Loans and B/A Discount Notes SCHEDULE 1.01(c) -- Eligible Accounts SCHEDULE 1.01(d) -- Mandatory Costs SCHEDULE 1.01(e) -- Agreed Security Principles SCHEDULE 1.01(f) -- Restructuring Charges SCHEDULE 1.01(g) -- Foreign Pledge Agreements SCHEDULE 3.01(a) -- Existing Letters of Credit SCHEDULE 6.08 -- Post-A Applicable Margins and Applicable Percentages Schedule 1.1-C Commitments of Lenders Schedule 1.1-RI Refinanced Closing Actions SCHEDULE 8.05 -- Existing Liabilities SCHEDULE 8.09 -- Contest Tax Disputes SCHEDULE 8.12 -- Real Property; Mortgaged Property SCHEDULE 8.13 -- Subsidiaries; Joint Ventures; Borrowers; Subsidiary Guarantors SCHEDULE 8.16 -- Insurance SCHEDULE 8.20 -- Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 SCHEDULE 8.22 -- U.K. Pensions SCHEDULE 10.01 -- Existing Liens Schedule 7.5 SCHEDULE 10.04 -- Existing Contractual Restrictions EXHIBITS Exhibit Indebtedness; Commitments SCHEDULE 10.05(iii) -- Investments SCHEDULE 10.05(viii) -- Existing Intercompany Loans SCHEDULE 10.06 -- Existing Affiliate Transactions SCHEDULE 10.13 -- Deposit Accounts SCHEDULE 13.03 -- Lender Addresses/Lending Offices EXHIBIT A-1 - -- Form of Notice of Borrowing EXHIBIT A-2 -- Form of Notice of Conversion/Continuation EXHIBIT B-1 -- Form of Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - EXHIBIT B-2 -- Form of Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit EXHIBIT C - Pledge Agreement Exhibit D - Notice -- Form of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Letter of Credit Request EXHIBIT D-1 -- Form of U.S. Perfection Certificate EXHIBIT D-2 -- Form of Canadian Perfection Certificate EXHIBIT D-3 -- Form of Australian Perfection Certificate EXHIBIT D-4 -- Form of Dutch Perfection Certificate EXHIBIT E-1 -- Form of Officers’ Certificate – Holdings EXHIBIT E-2 -- Form of Officers’ Certificate – Credit Parties EXHIBIT F -- Form of Perfection Certificate Supplement EXHIBIT G -- Form of Intercreditor Agreement”) is made and entered into as of November 28, 2007, by and among ENERGYSOUTH, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins 1.1A: Commitments Schedule 1.1B: Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, ▇▇▇▇▇▇▇ and Applicable Percentages Notices Schedule 1.1-C Commitments 4.5: Requirements of Lenders Law Schedule 1.1-RI Refinanced Indebtedness 4.15: Subsidiaries Schedule 4.1 Jurisdictions of Organization 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Qualification to Transact Business Other Filings Schedule 4.14 7.2(d): Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 7.3(f): Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 - A: Form of Amended and Restated Guarantee and Collateral Agreement Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: Reserved Exhibit H-1: Form of Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Loan Note Exhibit B-1 - Parent Guarantee H-2: Form of Swingline Loan Note Exhibit B-2 - Subsidiary Guarantee H-3: Form of Term Loan Note Exhibit C - Pledge Agreement I: Form of Borrowing Base Certificate Exhibit D - J: Form of Collateral Information Certificate Exhibit K: Form of Notice of Revolving Borrowing Exhibit E - Assignment and Acceptance L: Form of Notice of Conversion/Continuation NY-2355188 THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) ), dated as of April 29, 2022, is made and entered into as of November 28, 2007, by and among ENERGYSOUTHALKAMI TECHNOLOGY, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders or entities from time to time party hereto to this Agreement (each a “Lender” and, collectively, the “Lenders”), REGIONS BANKSILICON VALLEY BANK (“SVB”), in its capacity as the Issuing Lender, the Swingline Lender, and a joint lead arranger, SVB, as administrative agent and collateral agent for the Lenders (in such capacities, together with any successors and assigns in such capacities, the “Administrative Agent”), COMERICA BANK, as issuing bank (the “Issuing Bank”)a joint lead arranger, and CANADIAN IMPERIAL BANK OF COMMERCE, as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”)agent.
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages Schedule 1.1-C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of 6.1 Organization and Qualification to Transact Ownership of Subsidiaries Schedule 6.5 Tax Filings and Payments Schedule 6.6 Certain Pending and Threatened Litigation Schedule 6.8 Liens on Assets Schedule 6.12 Employee Benefit Matters Schedule 6.14 Outstanding Indebtedness and Defaults Schedule 6.15 Conflicting Agreements Schedule 6.16(a) Environmental Compliance Schedule 6.16(b) Environmental Notices Schedule 6.16(c) Environmental Permits Schedule 6.18 Patent, Trademark, License, and Other Intellectual Property Matters Schedule 6.22 Labor and Employment Matters Schedule 6.23 Intercompany Loans Schedule 6.24 Burdensome Restrictions Schedule 6.26 Compliance with Laws Schedule 6.27 Permitted Investments Schedule 6.31(a) Places of Business Schedule 4.14 6.31(b) Material Places of Business Schedule 7.14 Post Closing Requirements Schedule 8.1(b) Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 8.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions 9.13 Senior Management EXHIBITS Exhibit A-1 - A Form of Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline B Form of Term Note Exhibit B-1 - Parent Guarantee C Form of Notice of Borrowing Exhibit B-2 - Subsidiary Guarantee D Form of Notice of Conversion/Continuation Exhibit C - E Form of Pledge Agreement Exhibit D - Notice F Form of Revolving Borrowing Security Agreement Exhibit E - G Form of Guaranty Agreement Exhibit H Form of Closing Certificate Exhibit I Form of Assignment and Acceptance Exhibit J Form of Opinion of Borrower's Counsel Exhibit K Form of Contribution Agreement Exhibit L Form of Borrowing Base Certificate Exhibit M Form of Letter of Credit Application Exhibit N Form of Confirmation of Borrowing Exhibit O Form of Confirmation of Conversion/Continuation REVOLVING LINE OF CREDIT AND TERM LOAN AGREEMENT THIS AMENDED REVOLVING LINE OF CREDIT AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into TERM LOAN AGREEMENT, dated as of November 28February 13, 2007, 1997 (the "Agreement") by and among ENERGYSOUTHSERENGETI EYEWEAR, INC.. (f/k/a Solar-Mates, Inc.) (the "Borrower"), a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”)New York corporation, SUNTRUST BANK, in its capacity CENTRAL FLORIDA, NATIONAL ASSOCIATION, ("SunTrust") a national banking association, and CREDITANSTALT-BANKVEREIN, an Australian banking corporation (collectively, the "Lenders" and, individually, a "Lender") and SunTrust, as syndication agent Agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”)Lenders.
Appears in 1 contract
Sources: Revolving Line of Credit and Term Loan Agreement (Solar Mates Inc)
Schedules. Schedule 1.1-A Applicable Margins SCHEDULE 1.1 Revolving Credit Commitments and Applicable Percentages Schedule 1.1-C Swing Line Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions SCHEDULE 3.4 Certain Existing Local Currency Facilities SCHEDULE 6.2(c) Compliance Certificate EXHIBIT A-1 Form of Organization Competitive Loan Confirmation EXHIBIT A-2 Form of Competitive Loan Offer EXHIBIT A-3 Form of Competitive Loan Request EXHIBIT B-1 Form of Subsidiary Borrower Notice and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 - Designation EXHIBIT B-2 Form of Subsidiary Borrower Request EXHIBIT C Form of Closing Certificate EXHIBIT D [Reserved] EXHIBIT E Form of Assignment and Assumption EXHIBIT F Form of Local Currency Facility Addendum EXHIBIT G-1 Form of Revolving Credit Loan Promissory Note (Parent Borrower) Exhibit A-2 - Revolving Credit EXHIBIT G-2 Form of Competitive Loan Promissory Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Exhibit D - Notice EXHIBIT H [Reserved] EXHIBIT I-1 Form of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED New Lender Supplement EXHIBIT I-2 Form of Incremental Commitment Supplement EXHIBIT J Form of Extension Request EXHIBIT K Form of U.S. Tax Compliance Certificates FIVE-YEAR CREDIT AGREEMENT (this “Agreement”) is made and entered into AGREEMENT, dated as of November 28June 22, 20072021, (as amended by and Amendment No. 1 to Five-Year Credit Agreement, dated as of June 30, 2022), among ENERGYSOUTH, INC.INTERNATIONAL BUSINESS MACHINES CORPORATION, a Delaware New York corporation (the “Parent BorrowerIBM”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership each Subsidiary Borrower (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”as hereinafter defined), the several banks and other financial institutions and lenders from time to time party hereto parties to this Agreement (the “Lenders”), REGIONS JPMORGAN CHASE BANK, in its capacity N.A., as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”), BNP PARIBAS, CITIBANK, N.A. and ROYAL BANK OF CANADA, as issuing bank syndication agents (in such capacity, the “Issuing BankSyndication Agents”), and as swingline lender (the “Swingline Lender”), SUNTRUST MIZUHO BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”)LTD., and JPMORGAN CHASE BANKBANK OF AMERICA, N.A., in its capacity BARCLAYS BANK PLC, MUFG BANK, LTD. and BANCO SANTANDER, S.A., NEW YORK BRANCH, as documentation agent for the Lenders agents (in such capacity, the “Documentation AgentAgents”).. The parties hereto hereby agree as follows:
Appears in 1 contract
Sources: Five Year Credit Agreement (International Business Machines Corp)
Schedules. Schedule 1.1-A Applicable Margins 1.1A: Commitments Schedule 1.1B: Existing Letters of Credit Schedule 4.4: Governmental Approvals, Consents, Authorizations, Filings and Applicable Percentages Notices Schedule 1.1-C Commitments 4.5: Requirements of Lenders Law Schedule 1.1-RI Refinanced Indebtedness 4.13: ERISA Plans Schedule 4.1 Jurisdictions of Organization 4.15: Subsidiaries Schedule 4.17: Environmental Matters Schedule 4.19(a): Financing Statements and Qualification to Transact Business Other Filings Schedule 4.14 4.27: Capitalization Schedule 7.2(d): Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 7.3(f): Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 - A: Reserved Exhibit B: Form of Compliance Certificate Exhibit C: Form of Secretary’s/Managing Member’s Certificate Exhibit D: Form of Solvency Certificate Exhibit E: Form of Assignment and Assumption Exhibits F-1 – F-4: Forms of U.S. Tax Compliance Certificate Exhibit G: Reserved Exhibit H-1: Form of Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Loan Note Exhibit B-1 - Parent Guarantee H-2 Form of Swingline Loan Note Exhibit B-2 - Subsidiary Guarantee I: Reserved Exhibit C - Pledge Agreement J: Form of Collateral Information Certificate Exhibit D - K: Form of Notice of Revolving Borrowing Exhibit E - Assignment and Acceptance L: Form of Notice of Conversion/Continuation THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into ), dated as of November 281, 2007, 2017 is entered into by and among ENERGYSOUTHamong, HORTONWORKS, INC., a Delaware corporation (the “Parent Borrower”)Hortonworks” and, BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with any Subsidiary of Hortonworks that hereafter is designated in a writing signed by Hortonworks and the Parent BorrowerAdministrative Agent as an additional Borrower hereunder, individually and collectively as the context requires, jointly and severally, the “BorrowersBorrower”), the several banks and other financial institutions and lenders or entities from time to time party hereto to this Agreement (each a “Lender” and, collectively, the “Lenders”), REGIONS BANKSILICON VALLEY BANK (“SVB”), in its capacity as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”)) and SVB, as issuing bank (the “Issuing Bank”), Lender and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).
Appears in 1 contract
Sources: Credit Agreement (Hortonworks, Inc.)
Schedules. Schedule 1.11.01(a) Cedant Quarterly Dispute Representative Schedule 1.01(b) Reinsurer Quarterly Dispute Representative Schedule 1.01(c) Cedant Representative of Senior Management Schedule 1.01(d) Reinsurer Representative of Senior Management Schedule 1.01(e) Subject Annuities Schedule 1.01(f) Fair Market Value Schedule 1.01(g) Reference Hedge Portfolio Schedule 2.03 Discretionary Elements Schedule 3.04(a) Initial Funds Withheld Account Statement Schedule 4.01 Expense Allowance Calculation Formula Schedule 5.01(a) Reinsurer Quarterly Asset Report Schedule 5.02(a)(ii) Seriatim Information Schedule 5.02(b) Cedant Quarterly Report (including the Settlement Statement (Schedule 5.02(b)(i)), the Required Balance Statement (Schedule 5.02(b)(ii)), and the Funds Withheld Account Asset Report (Schedule 5.02(b)(iii))) Schedule 5.02(e) Hedge Information Reporting Schedule 8.02(a)(i) First Level Consultation and Escalation Procedure Schedule 8.02(a)(ii) Second Level Consultation and Escalation Procedure Schedule 10.01 Credit for Reinsurance Schedule 14.01(a) Pro Forma Recapture Report Schedule 16.01(f) Analytical Information Schedule 16.01(g)(i) Factual Information Schedule 16.02(f) Transferred Notes Schedule 16.02(g) Boxed Assets Schedule 16.02(h) Additional Documentation Schedule 17.02(c) Specified Reinsurer Persons Exhibit A Trust Agreement Exhibit B Security and Control Agreement Exhibit C-1 Funds Withheld Investment Guidelines (Pre-A Applicable Margins and Applicable Percentages Schedule 1.1-C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 - Revolving Credit Note (Parent BorrowerTriggering Event) Exhibit A-2 - Revolving Credit Note C-2 Funds Withheld Investment Guidelines (Subsidiary BorrowerPost-Triggering Event) Exhibit A-3 - Swingline Note D-1 OC Account Investment Guidelines (Pre-Triggering Event) Exhibit B-1 - Parent Guarantee D-2 OC Account Investment Guidelines (Post-Triggering Event) Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge E Investment Management Agreement Exhibit D - Notice F Form of Revolving Borrowing Exhibit E - Hedge Collateral Assignment and Acceptance THIS AMENDED AND RESTATED CREDIT Agreement This COINSURANCE AGREEMENT (this “Agreement”) is made and entered into as of November 28June 18, 20072020, by and among ENERGYSOUTH, INC.between ▇▇▇▇▇▇▇ National Life Insurance Company, a Delaware corporation Michigan life insurance company (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing BankCedant”), and as swingline lender Athene Life Re Ltd., a Class E insurer under the Bermuda Insurance Act 1978 (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation AgentReinsurer”).
Appears in 1 contract
Schedules. Schedule 1.11.01(a) Refinancing Indebtedness to Be Repaid Schedule 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Existing Letters of Credit Schedule 3.03 Governmental Approvals; Compliance with Laws Schedule 3.09 Material Agreements Schedule 3.19 Insurance Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local Counsel Schedule 5.14 Post-A Applicable Margins and Applicable Percentages Closing Matters Schedule 1.1-C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 6.01(b) Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02(c) Existing Liens Schedule 7.5 6.04(a) Existing Contractual Restrictions EXHIBITS Investments Schedule 9.02 Accounts and Lockboxes Exhibit A-1 - A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit K-1 Form of Revolving Credit Note (Parent Borrower) Exhibit A-2 - K-2 Form of Canadian Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - K-3 Form of US Swingline Note Exhibit B-1 - Parent Guarantee K-4 Form of Canadian Swingline Note Exhibit B-2 - Subsidiary Guarantee K-5 Form of Discount Note Exhibit C - Pledge K-6 Form of Tranche B Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of US Security Agreement Exhibit D - Notice M-2 Form of Revolving Canadian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit P Form of Intercompany Note Exhibit Q Form of Non-Bank Certificate Exhibit S Form of Borrowing Base Certificate Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED T Due Diligence Request This CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28October 24, 2007, by and 2007 is among ENERGYSOUTHLINENS ‘N THINGS, INC., a Delaware corporation (“LNT”) and LINENS ‘N THINGS CENTER, INC., a California corporation (“LNT Center” and together with LNT the “Parent US Borrowers” and each individually a “US Borrower”), BAY GAS STORAGE COMPANY, LTDLINENS ‘N THINGS CANADA CORP., an Alabama limited partnership a Nova Scotia unlimited company (the “Subsidiary Canadian Borrower”, ” and together with the Parent BorrowerUS Borrowers, the “Borrowers”); LINENS HOLDING CO., the several banks and other financial institutions and lenders from time to time party hereto a Delaware corporation (the “LendersHoldings”); the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I); the Lenders; GE CAPITAL MARKETS, REGIONS BANK, in its capacity as administrative agent for the Lenders INC. (the “Administrative AgentGECM”), as issuing bank lead arranger (the in such capacity, “Issuing BankArranger”); GENERAL ELECTRIC CAPITAL CORPORATION (“GE CAPITAL”), and as US swingline lender (the in such capacity, “US Swingline Lender”); GENERAL ELECTRIC CAPITAL CORPORATION, SUNTRUST BANKas US administrative agent (in such capacity, in its capacity as syndication agent “US Administrative Agent”) for the Lenders and the Issuing Banks and as US collateral agent (in such capacity, the “Syndication US Collateral Agent”) for the Secured Parties; GE CANADA FINANCE HOLDING COMPANY (“GE CANADA”), as Canadian collateral agent (in such capacity, the “Canadian Collateral Agent”; the US Collateral Agent and JPMORGAN CHASE BANKthe Canadian Collateral Agent are collectively referred to herein as the “Collateral Agents”) for the Secured Parties; GE CANADA, N.A.as Canadian administrative agent (in such capacity, in its capacity as documentation agent the “Canadian Administrative Agent” together with the US Administrative Agent, the “Administrative Agents”) for the Lenders and the Issuing Banks, and GE CANADA, as Canadian swingline lender (in such capacity, “Canadian Swingline Lender” and together with US Swingline Lender, the “Documentation AgentSwingline Lenders”).
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins I - Commitments and Applicable Percentages Lending Offices Schedule 1.1-C Commitments II - Affiliated Transactions Schedule III - Agreements with Negative Pledge Clauses Schedule 1.01(a) - Existing Letters of Lenders Credit Schedule 1.1-RI Refinanced Indebtedness 1.01(b) - Surviving Debt Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing 4.01 - Equity Investments; Subsidiaries Schedule 7.2 4.01(j) - Disclosures Schedule 5.02(a) - Existing Liens Schedule 7.5 5.02(e) - Existing Contractual Restrictions EXHIBITS Investments Exhibit A-1 - Form of Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Form of Term Note Exhibit B-1 B - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Form of Notice of Borrowing Exhibit C - Pledge Agreement Form of Assignment and Acceptance Exhibit D D-1 - Notice Form of Revolving Borrowing Opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP Exhibit D-2 - Form of Opinion of ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP Exhibit E - Assignment and Acceptance THIS AMENDED Form of Tax Compliance Certificates Exhibit F - Form of Compliance Certificate Exhibit G - Form of Security Agreement Exhibit H - Form of Guaranty Supplement Exhibit I - Form of Solvency Certificate CREDIT AND RESTATED CREDIT GUARANTY AGREEMENT (this “Agreement”) is made and entered into dated as of November June 9, 2016 (as amended by Amendment No. 1, dated as of August 17, 2017, and Amendment No. 2, dated as of February 28, 2007, by and 2019) among ENERGYSOUTH, INC.▇▇▇▇ INCORPORATED (formerly known as ▇▇▇▇ Holding Corporation), a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANYand each of the direct and indirect subsidiaries of the Borrower signatory hereto (each, LTD., an Alabama limited partnership (the a “Subsidiary BorrowerGuarantor”, and and, collectively, together with the Parent Borrowerany person that becomes a Guarantor hereunder pursuant to Section 8.05, the “BorrowersGuarantors”), the several banks and other banks, financial institutions and other institutional lenders from time to time party hereto (each, a “Lender”, and collectively with any other person that becomes a Lender hereunder pursuant to Section 9.07 or to Amendment No. 2 (as defined below), the “Lenders”), REGIONS BANKCITIBANK, in its capacity N.A. (“CITI”), as administrative agent for the Lenders (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined), CITI, as issuing bank collateral agent (or any successor appointed pursuant to Article VII, the “Collateral Agent”) for the Lender Parties and the other Secured Parties, CITIGROUP GLOBAL MARKETS INC. (“CGMI”), JPMORGAN CHASE BANK, N.A. (“JPM”), BANK OF AMERICA, N.A. (“BofA”), ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA (“GS”) and BARCLAYS BANK PLC (“Barclays”) as joint lead arrangers and joint bookrunners (the “Issuing Joint Lead Arrangers”), JPM, BofA and GS, as syndication agents (the “Syndication Agents”), ROYAL BANK OF CANADA (“Royal Bank”), and as swingline lender UBS SECURITIES LLC (the “Swingline LenderUBS”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders CREDIT SUISSE SECURITIES (the USA) LLC (“Syndication AgentCS”), CITIZENS BANK N.A. (“Citizens”), BMO CAPITAL MARKETS (“BMO”) and JPMORGAN CHASE BANKFIFTH THIRD BANK (“FTB”), N.A., in its capacity as documentation agent for the Lenders agents (the “Documentation AgentAgents”).
Appears in 1 contract
Schedules. Schedule 1.11.01(c) Properties to be Sold to REIT Schedule 1.03 Review Materials Schedule 2.01(a) Pro Forma Policies & List of Additional Permitted Exceptions Schedule 5.01(f)-1 Rent Rolls Schedule 5.01(f)-2 Material Defaults; Additional Rent Schedule 5.01(g) Major Tenant Documents; Notices of Defaults under Major Tenant Documents Schedule 5.01(h) Ground Leases Schedule 5.01(i) REAs; Notices of Defaults under REAs Schedule 5.01(k)-1 Brokerage Agreements; Outstanding Leasing Commissions Payable after Closing Schedule 5.01(k)-2 Other Leasing Commissions Schedule 5.01(l) Material Service Contracts Schedule 5.01(m) Management Agreements Schedule 5.01(n) Outstanding Tenant Improvement Obligations, Tenant Improvement Allowances, etc. Schedule 5.01(o) Current Capital Improvement Projects; Structural Damage; Pending or Threatened Condemnations; Options and Other Preemptive Rights Schedule 5.01(q) Existing Environmental Insurance Policies; Environmental Matters Schedule 5.01(r) List of Insurance Policies Schedule 5.01(u) Litigation Schedule 5.01(v) Governmental Violations Schedule 5.01(w) Employment Violations Schedule 5.01(x) Infringement of Intellectual Property Rights Schedule 5.01(z) Tax Reduction Proceedings Schedule 5.03(i) Additional Liabilities Schedule 5.03(n) Existing Galileo Properties Schedule 5.04(d) Missing Documents Schedule 7.01 Additional Costs and Expenses to be Paid by Owner Schedule 7.08 Required Owner Consents Schedule 10.02 Required Company Consents Schedule 10.05 Methodology for Calculation of Contingent Deferred Consideration Schedule 21.01 Entity Transfer Properties 1031 Exchange Additional Rent Advisory Agreement Agents Agreement A-A Applicable Margins and Applicable Percentages Schedule 1.1LPT Assignments of Ground Leases Assignments of Leases Basket Broker Brokerage Agreements Business Days Cap CBL CBL Manager Closing Closing Date Closing Deadline Commitment Letter Company Company Cap Company Financial Statements Contributed Personal Property Contributed Properties Contributed Property Contribution Consideration Curable Defects Current Transactions Defect Defect Notice Dropped Property Threshold Due Diligence Materials Employee Plan Entity Owner Entity Transfer Properties Environmental Reports Existing Agreement Terminations Existing Environmental Policies Final Closing Statement Galileo Filings Governmental Authority Ground Leases Landlord Estoppel Leasing Costs Legal Proceedings Lender LLC Agreement Lockout Properties Losses Major Tenant Major Tenant Documents Management Contracts Management Rights P&S Agreement Master Lease Amendments Material Service Contracts New Exception New Major Tenant Documents New Plan Member Notice NXL Owner Owner’s knowledge Permitted Exceptions Personal Property Pre-C Closing Breach Pre-Closing Breaches Pro Forma Policies Properties Proration Time Reciprocal Easement Agreements Record Defect Not Subject to Cure Redemption Agreement REIT Rent Rolls Rep Survival Period Required Company Consents Required Contribution Amount Required Forms Required Owner Consents Review Materials Sale Personal Property Sale Price Sale Properties Sale Property Searches Securities Act September Closing September Closing Date Services Agreement Shares Side Letters SPE Entities SPE Entity Subsidiaries Survey Surveys Surviving Obligations Tenant Estoppels Title Cap Title Commitment Title Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Title Company Title Policies Transfer Taxes Trust Offering Underwriters Underwriting Agreement Exhibit D - Notice of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED CONTRIBUTION AND RESTATED CREDIT SALE AGREEMENT (this “Agreement”“) is made and entered into dated as of November 28July 19, 20072005, by and among ENERGYSOUTHbetween NEW PLAN EXCEL REALTY TRUST, INC., a Delaware corporation Maryland corporation, having an address at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the NXL“Subsidiary Borrower”, ) and together with the Parent Borrower, the “Borrowers”), the several banks various direct and other financial institutions and lenders from time to time party indirect wholly owned or controlled subsidiaries of NXL set forth on Exhibit A annexed hereto (the “Lenders”Subsidiaries“; NXL and the Subsidiaries are collectively, the “Owner“), REGIONS BANKGALILEO AMERICA LLC, in its capacity as administrative agent for the Lenders a Delaware limited liability company, having an address at c/o Galileo Funds Management Limited, ▇▇▇▇▇ ▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Sydney NSW 2000, Australia, Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Administrative Agent”Company“), as issuing bank and GALILEO AMERICA, INC., a Maryland corporation, having an address c/o Galileo Funds Management Limited, ▇▇▇▇▇ ▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Sydney NSW 2000, Australia, Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Issuing Bank”REIT“), . All defined terms used herein are defined herein and as swingline lender (can be located using the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”)Index of Defined Terms set forth above.
Appears in 1 contract
Sources: Contribution and Sale Agreement (New Plan Excel Realty Trust Inc)
Schedules. Schedule 1.1-A Applicable Margins 2.01 - Lenders and Applicable Percentages Commitments Schedule 1.1-C Commitments 3.01 - Organizational Information of Lenders Loan Parties Schedule 1.1-RI Refinanced Indebtedness 3.06 - Litigation Schedule 4.1 Jurisdictions of Organization 3.08(b) - Owned Real Estate Schedule 3.08(c) - Leases Constituting Material Contracts Schedule 3.09 - Environmental Matters Schedule 3.10 - Insurance Schedule 3.13 - Subsidiaries and Qualification to Transact Business Equity Interests Schedule 4.14 3.17 - Intellectual Property Matters Schedule 3.21(a) - Demand Deposit Accounts Schedule 3.21(b) - Credit Card Arrangements Schedule 3.27 - Notices From Farm Products Sellers, Etc. Schedule 5.02 - Financial and Collateral Reports Schedule 6.01 - Existing Liens Schedule 6.02 - Existing Investments Schedule 6.03 - Existing Indebtedness Schedule 4.15 Existing Subsidiaries 6.09 - Transactions with Affiliates Schedule 7.2 Existing Liens 9.01(a) - Borrower’s Website Address Schedule 7.5 Existing Contractual Restrictions EXHIBITS 9.01(b) - Administrative Agent’s Notice and Account Information Exhibit A-1 A - Revolving Credit Note (Parent Borrower) Form of Administrative Questionnaire Exhibit A-2 B - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Form of Assignment and Acceptance Exhibit C - Pledge Agreement Form of Borrowing Request Exhibit D - Notice Form of Revolving Borrowing Compliance Certificate Exhibit E - Form of Perfection Certificate Exhibit F - Form of Security Agreement Exhibit G - Form of Facility Guaranty Exhibit H - Form of Mortgage Exhibit I - Form of Intercreditor Agreement Exhibit J - Form of Promissory Note Exhibit K - Form of Opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Exhibit L - Form of DDA Notification Exhibit M - Form of Credit Card Notification Exhibit N - Closing Date Collateral List Exhibit O - Form of United States Tax Compliance Certificate Exhibit P - Form of Related Real Estate Collateral Security Agreement Exhibit Q - Modified Dutch Auction Procedures Exhibit R - Form of Borrower Assignment and Acceptance THIS SECOND AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT AGREEMENT, DATED AS OF JANUARY 31, 2014 (this AS AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THIS “AgreementAGREEMENT”) is made and entered into as of November 28), 2007, by and among ENERGYSOUTH, AMONG SUPERVALU INC., a Delaware corporation A DELAWARE CORPORATION (the THE “Parent BorrowerBORROWER”), BAY GAS STORAGE COMPANYTHE GUARANTORS (SUCH TERM AND EACH OTHER CAPITALIZED TERM USED BUT NOT DEFINED IN THIS INTRODUCTORY STATEMENT HAVING THE MEANING GIVEN IT IN ARTICLE I) PARTY HERETO, LTD., an Alabama limited partnership THE LENDERS PARTY HERETO AND ▇▇▇▇▇▇▇ SACHS BANK USA (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers▇▇▇▇▇▇▇ ▇▇▇▇▇”), the several banks and other financial institutions and lenders from time to time party hereto AS ADMINISTRATIVE AGENT (the IN SUCH CAPACITY, INCLUDING ANY SUCCESSOR THERETO, THE “LendersADMINISTRATIVE AGENT”)) AND AS COLLATERAL AGENT (IN SUCH CAPACITY, REGIONS BANKINCLUDING ANY SUCCESSOR THERETO, in its capacity as administrative agent for the Lenders (the THE “Administrative AgentCOLLATERAL AGENT”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”)) FOR THE LENDERS.
Appears in 1 contract
Sources: Amendment Agreement (Supervalu Inc)
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages 2.1(a) Excluded Real Property Schedule 1.1-C Commitments 2.1(h) Excluded Intellectual Property Schedule 2.1A Excluded Property Schedule 2.2(a) Existing Mortgage Schedule 2.2(c) Assumed Obligations Schedule 2.3 Purchase Price Allocation Schedule 4.2 Consents of Lenders Third Parties Schedule 1.1-RI Refinanced Indebtedness 4.4 Conflicts Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business 4.5 Judgments Schedule 4.6 Governmental Approvals Schedule 4.7 Seller’s Insurance Schedule 4.8 Litigation Schedule 4.9 Compliance with Laws Schedule 4.10 Environmental Matters Schedule 4.14 Existing Indebtedness Exceptions to Rent Roll Schedule 4.15 Existing Subsidiaries Provider Agreements Schedule 7.2 Existing Liens 4.17 Condition of the Property Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit 4.18 Independent Property Schedule 4.20 Utilities Access Schedule 4.23 Exceptions to Seller Ownership Schedule 4.24 Title Encumbrances Schedule 4.25 Affordable Housing Units Schedule 4.27 Loans Schedule 4.29 Broker’s or Finder’s Fees Schedule 7.12 Required Consents EXHIBIT A Legal Description of the Property EXHIBIT B List of Required Due Diligence Items for The Property EXHIBIT B-1 - Parent Guarantee Exhibit Due Diligence Items To Be Delivered by 5 Days after Effective Date EXHIBIT B-2 - Subsidiary Guarantee Exhibit Due Diligence Items To Be Delivered by 5 Days Prior to Closing EXHIBIT C - Pledge List of Property Agreements EXHIBIT D List of Licenses Required for the Property EXHIBIT E Evidence of Zoning for the Property EXHIBIT F Rent Roll EXHIBIT G Form Resident Agreement Exhibit D - Notice EXHIBIT H Outstanding Citations EXHIBIT I Form of Revolving Borrowing Exhibit E - Assignment and Acceptance Management Agreement EXHIBIT I-1 Form of Operating Agreement EXHIBIT I-2 Form of B▇▇▇ of Sale EXHIBIT J Form of Audit Letter EXHIBIT K Form of Guaranty EXHIBIT L Form of Opinion Letter from Seller’s Counsel EXHIBIT L-1 Form of Opinion Letter from Buyer’s Counsel EXHIBIT M Form of Pooling Agreement THIS AMENDED PURCHASE AND RESTATED CREDIT SALE AGREEMENT (this “Agreement”) is made and entered into as dated the 18th day of November 28September, 20072013, by and among ENERGYSOUTHamong: SENTIO-SLR BOSTON PORTFOLIO, INC.LLC, a Delaware corporation limited liability company, or its successors or assigns (the “Parent BorrowerBuyer”), ; BAY GAS STORAGE COMPANY, LTD., an Alabama VIEW OF BOSTON ASSOCIATES LIMITED PARTNERSHIP a Massachusetts limited partnership (the “Subsidiary BorrowerSeller”, ) and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto S▇▇▇▇▇▇ TITLE GUARANTY COMPANY (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Escrow Agent”).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Sentio Healthcare Properties Inc)
Schedules. Schedule 1.11.1(a) Part I—CAPEX Loan Commitments; Part II—Schedule of CAPEX Loans Schedule 1.1(b) Revolving Loan Commitments Schedule 3.5 Litigation Schedule 3.7 ERISA Schedule 3.9 Real Estate Schedule 3.12 Environmental Schedule 3.15 Labor Relations Schedule 3.17 Brokers’ and Transaction Fees Schedule 3.19 Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.20 Jurisdiction of Organization; Chief Executive Office Schedule 3.21 Deposit Accounts and Other Accounts Schedule 3.22 Bonding; Licenses Schedule 4.2 Partnership’s Website Address Schedule 4.15 Post-A Applicable Margins and Applicable Percentages Closing Obligations Schedule 1.1-C Commitments of Lenders 5.1 Liens Schedule 1.1-RI Refinanced 5.4 Investments Schedule 5.5 Indebtedness Schedule 4.1 Jurisdictions 5.9 Contingent Obligations Exhibit 1.1(c) Form of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS L/C Request Exhibit A-1 - 1.1(d) Form of Swingline Loan Request Exhibit 1.5 Form of Notice of Borrowing Exhibit 1.6 Form of Notice of Conversion/Continuation Exhibit 2.1 Closing Checklist Exhibit 4.2(b) Form of Compliance Certificate Exhibit 5.4 Form of Joint Venture Certificate Exhibit 5.11 Form of Permitted Dividend/Distribution Certificate Exhibit 11.1(a) Form of Assignment Exhibit 11.1(b) Form of CAPEX Note Exhibit 11.1(c) Form of Revolving Credit Note (Parent BorrowerExhibit 11.1(d) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Form of Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Exhibit D - Notice of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS This AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, restated, supplemented or otherwise modified and/or restated from time to time, this “Agreement”) is made and entered into as of November February 28, 20072012, by and among ENERGYSOUTHRentech Nitrogen, INC.LLC, a Delaware limited liability company (“Borrower”), Rentech Nitrogen Partners, L.P., a Delaware limited partnership (“Partnership”), the other Persons party hereto that are designated as a “Credit Party”, General Electric Capital Corporation, a Delaware corporation (the in its individual capacity, “Parent BorrowerGE Capital”), BAY GAS STORAGE COMPANYas agent (in such capacity, LTD., an Alabama limited partnership (the “Subsidiary BorrowerAgent”, and together with the Parent Borrower, the “Borrowers”), ) for the several banks and other financial institutions and lenders from time to time party hereto to this Agreement (collectively, the “Lenders” and individually each a “Lender”), REGIONS BANK, in its capacity ) and for itself as administrative agent for the Lenders a Lender (the “Administrative Agent”), including as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), ) and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”)such Lenders.
Appears in 1 contract
Schedules. EBITDA Schedule (Section 1.1-A Applicable Margins and Applicable Percentages Schedule 1.1-C Commitments of Lenders Schedule 1.1-RI Refinanced ) Card Issuer Agreements (Section 1.3) Terminated Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business (Section 4.1(q)) Organizational Schedule 4.14 Existing (Section 5.1(a)) Consents Schedule (Section 5.1(f)) Litigation Schedule (Section 5.1(j)) Environmental Schedule (Section 5.1(l)) Properties Schedule (Section 5.1(q)) Intellectual Property Schedule (Section 5.1(r)) Deposit Accounts Schedule (Section 5.1(v) Post-Closing Schedule (Section 7.1(m)) Permitted Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing (Section 7.2(a)) Permitted Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS (Section 7.2(b)) Permitted Investments Schedule (Section 7.2(h)) Exhibit A-1 - Revolving Credit Form of Senior Term A Note (Parent Borrower) Exhibit A-2 - Revolving Credit Form of Senior Term B Note (Subsidiary Borrower) Exhibit A-3 - Swingline Form of Junior Term C Note Exhibit A-4 Form of Junior Term D Note Exhibit A-5 Form of Revolving Facility Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Form of Pledge Agreement Exhibit B-2 Form of Security Agreement Exhibit C Form of IP Security Agreement Exhibit D - Notice Form of Revolving Borrowing Guaranty Exhibit E - Form of Management Fee Subordination Agreement Exhibit F Form of Assignment and Acceptance of Representations Exhibit G Form of Compliance Certificate Exhibit H Form of Assignment Agreement Exhibit I Form of Closing Checklist THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into ), dated as of November 28October 30, 20072006, is by and among ENERGYSOUTHCCCI Holdings, Inc., a Delaware corporation (“Parent”), DeMarseCo Holdings, Inc., a Delaware corporation (the “Borrower” and, collectively with Parent, each a “Loan Party” and collectively the “Loan Parties”), the lenders that are now and hereafter at any time parties hereto and are listed in Annex A (or any amendment or supplement thereto, which Annex A will be deemed amended upon the consummation of any assignment consummated in accordance with the terms hereof) attached hereto (each a “Lender” and collectively, the “Lenders”), and AMERICAN CAPITAL FINANCIAL SERVICES, INC., a Delaware corporation (the “Parent BorrowerACFS”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative and collateral agent for the Lenders (the in such capacity, “Administrative Agent”), as issuing bank (the “Issuing Bank”), . Capitalized terms used and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, not defined elsewhere in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., this Agreement are defined in its capacity as documentation agent for the Lenders (the “Documentation Agent”)Article I hereof.
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages Schedule 1.1-C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions Officers and Directors of Organization and Qualification the Surviving Corporation Schedule 6.4 Optionholders to Transact Business Receive Euronet Options Schedule 4.14 Existing Indebtedness 7.2 Option Strike Price for Vested Optionholders Schedule 4.15 Existing 8.2(b)(1) Unvested Options Schedule 8.2(b)(2) Vested Options Schedule 8.3 Subsidiaries Schedule 7.2 Existing 8.5 Noncontravention Schedule 8.6(a) Exceptions to GAAP Schedule 8.6(b) Other Liabilities Schedule 8.7 Interim Changes Schedule 8.8(a) Tangible Personal Property--Title Exceptions Schedule 8.8(b) Leased and Subleased Property Schedule 8.8(c) Owned Real Property Schedule 8.8(e) Special Assessments and Condemnations with Respect to Property Schedule 8.9(c) Environmental Matters--Hazardous Substances Schedule 8.9 Environmental Matters--Storage Tanks Schedule 8.10(a) Intellectual Property Rights Schedule 8.10(b) Intellectual Property Rights--Claims and Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS 8.10(e) Intellectual Property Rights--Royalties Schedule 8.11 Litigation Schedule 8.12(c) Tax Matters Schedule 8.13 Compliance with Applicable Law Schedule 8.15 Employee Plans Schedule 8.16 Transactions with Affiliates Schedule 8.17 Insurance Schedule 8.18(b) Labor Relations Schedule 8.19 Location of Offsite Assets Schedule 8.20 Inventory Schedule 8.21(a) Accounts Receivable--Written Off or with Reserve Offsets Schedule 8.22 Agents Schedule 8.23(a) Warranty and Product Liability Claims Schedule 8.23(b) Products and Service-Related Accidents Since December 31, 1993 Schedule 11.2(f) States in Which Company Was Formed or Qualified to Do Business EXHIBITS: -------- Exhibit A-1 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge A Indemnification Percentages AGREEMENT AND PLAN OF MERGER ---------------------------- This Agreement Exhibit D - Notice and Plan of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) Merger is made and entered into as of November 28the 3rd day of November, 2007, 1998 by and among ENERGYSOUTH, INC.Euronet Services Inc., a Delaware corporation (the “Parent Borrower”"Buyer"), BAY GAS STORAGE COMPANY, LTD.AE Merger Corp., an Alabama limited partnership Arkansas corporation and a wholly-owned subsidiary of Buyer ("Merger Sub"), Arkansas Systems Inc., an Arkansas corporation (the “Subsidiary Borrower”"Company"), and together with certain shareholders of the Parent BorrowerCompany whose signatures appear below (each, a "Representing Shareholder" and collectively the “Borrowers”)"Representing Shareholders") (as amended, the several banks and other financial institutions and lenders modified or supplemented, in each case from time to time party hereto (and whether in whole or in part, this "Agreement"). Capitalized terms used in this Agreement shall have the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).meanings set forth herein. R E C I T A L S ---------------
Appears in 1 contract
Schedules. Schedule 1.11.01(a) - Broker-A Applicable Margins and Applicable Percentages Dealer Subsidiaries Schedule 1.11.01(b) - Introducing Broker Subsidiaries Schedule 2.01 - Commitments Schedule 3.06(a) - Litigation Schedule 3.10(d) - ERISA; Labor Matters Schedule 3.21 - Membership in FINRA Schedule 4.01(b) - Local Counsels Schedule 5.14 - Certain Post-C Commitments of Lenders Closing Obligations Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 6.01 - Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 - Existing Liens Schedule 7.5 6.04(e) - Existing Contractual Investments Schedule 6.09 - Existing Affiliate Transactions Schedule 6.10 - Existing Restrictions EXHIBITS Schedule 9.01 - Notices EXHIBITS: Exhibit A-1 A - Form of Assignment and Assumption Exhibit B - Form of Guarantee Agreement Exhibit C-1 - Form of Perfection Certificate Exhibit C-2 - Form of Section 5.03 Certificate Exhibit D - Form of Collateral Agreement Exhibit E-1 - Form of Revolving Credit Note Exhibit E-2 - Form of Term Note Exhibit F - Form of Solvency Certificate Exhibit G - Form of Opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP Exhibit H-1 - Form of Closing Certificate (Parent Borrower) Exhibit A-2 H-2 - Revolving Credit Note Form of Closing Certificate (Subsidiary BorrowerLoan Parties) Exhibit A-3 I - Swingline Form of Global Intercompany Note Exhibit B-1 J-1 - Parent Guarantee Form of Discounted Prepayment Offer Solicitation Exhibit B-2 J-2 Form of Discounted Prepayment Offer Form Exhibit K-1 - Subsidiary Guarantee Form of Tax Status Certificate 1 Exhibit C K-2 - Pledge Agreement Form of Tax Status Certificate 2 Exhibit D K-3 - Form of Tax Status Certificate 3 Exhibit K-4 - Form of Tax Status Certificate 4 Exhibit L - Form of Borrowing Request Exhibit M - Form of Prepayment Notice Exhibit N - Form of Revolving Borrowing Exhibit E - Assignment Compliance Certificate CREDIT AGREEMENT, dated as of June 1, 2017, as amended as of February 15, 2018, and Acceptance THIS AMENDED AND RESTATED CREDIT AGREEMENT (as may be further amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of November 28), 2007, by and among ENERGYSOUTHVIRTUS INVESTMENT PARTNERS, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANYthe LENDERS party hereto and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, LTDINC., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), . Capitalized terms used without definition in this Agreement have the meanings given to them in Section 1.01. The parties hereto agree as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).follows:
Appears in 1 contract
Sources: Credit Agreement (Virtus Investment Partners, Inc.)
Schedules. Schedule 1.11.01(a) - Existing Letters of Credit Schedule 1.01(b) - Subsidiary Guarantors Schedule 1.01(c) - Mortgaged Property Schedule 2.01 - Lenders and Commitments Schedule 3.07 - Title to Properties; Possession Under Leases Schedule 3.08 - Subsidiaries Schedule 3.09(a) - Litigation Schedule 3.09(d) - Certificates of Occupancy; Permits Schedule 3.16 - Employee Benefit Plans Schedule 3.17 - Environmental Matters Schedule 3.18 - Insurance Schedule 3.19(a) - UCC Filing Offices Schedule 3.19(c) - Mortgage Filing Offices Schedule 3.20 - Leased Real Property Schedule 5.12 - Further Assurances Schedule 5.15 - Post-A Applicable Margins and Applicable Percentages Closing Obligations Schedule 1.1-C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 6.01 - Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 - Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 A - Revolving Credit Note (Parent Borrower) Form of Administrative Questionnaire Exhibit A-2 B - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Form of Assignment and Acceptance Exhibit C - Pledge Agreement Form of Borrowing Request Exhibit D - Notice Form of Revolving Borrowing Guarantee and Collateral Agreement Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED Form of Mortgage Exhibit F - Form of Affiliate Subordination Agreement Exhibit G - Form of Opinion of Fulbright & ▇▇▇▇▇▇▇▇ L.L.P. Exhibit H - Form of Compliance Certificate Exhibit I - Auction Procedures Exhibit J - Form of Exemption Certificate CREDIT AGREEMENT dated as of February 14, 2013 (this “Agreement”) is made and entered into as of November 28), 2007, by and among ENERGYSOUTH, INC.FAIRWAY GROUP ACQUISITION COMPANY, a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTDFAIRWAY GROUP HOLDINGS CORP., an Alabama limited partnership a Delaware corporation (the “Subsidiary Borrower”, and together with the Parent Borrower, the “BorrowersHoldings”), the several banks Lenders (such term and each other financial institutions and lenders from time to time party hereto (capitalized term used but not defined in this introductory statement having the “Lenders”meaning given it in Article I), REGIONS BANKand CREDIT SUISSE AG, in its capacity as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”)) and as collateral agent (in such capacity, as issuing bank (including any successor thereto, the “Issuing BankCollateral Agent”)) for the Lenders. The Borrower has requested that the Lenders extend credit in the form of (a) Term Loans on the Closing Date, in an aggregate principal amount not in excess of $275,000,000, and as swingline lender (b) Revolving Loans at any time after the “Swingline Lender”), SUNTRUST BANKClosing Date and from time to time prior to the Revolving Credit Maturity Date, in its capacity an aggregate principal amount at any time outstanding not in excess of $40,000,000. The Borrower has requested the Issuing Bank to issue Letters of Credit, in an aggregate face amount at any time outstanding not in excess of $40,000,000, to support payment obligations incurred in the ordinary course of business by the Borrower and the Subsidiaries (including lease obligations). The proceeds of the Term Loans are to be used on the Closing Date to refinance the Existing Credit Agreement and to pay related fees and expenses. Any proceeds not so used on the Closing Date may be used to repay all or a portion of the Glickberg Note (as syndication agent defined below) on or within ninety (90) days of the Closing Date and to provide financing for working capital and general corporate purposes of the Borrower and the Subsidiaries (including financing for new store growth). The proceeds of the Revolving Loans are to be used solely for working capital and general corporate purposes of the Borrower and the Subsidiaries (including financing for new store growth). The Lenders are willing to extend such credit to the Borrower, and the Issuing Bank is willing to issue Letters of Credit for the Lenders (account of the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A.Borrower, in its capacity each case on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as documentation agent for the Lenders (the “Documentation Agent”).follows:
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages Schedule 1.1-C 1.1(a) Commitments of Lenders Schedule 1.11.1(b) Existing Letters of Credit Schedule 1.1(c) [Reserved] Schedule 8.12 Subsidiaries Schedule 8.15 [Reserved] Schedule 9.17 Post-RI Refinanced Closing Obligations Schedule 10.1 Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing 10.2 Liens Schedule 7.5 Existing Contractual Restrictions 10.4 Dispositions Schedule 10.5 Investments Schedule 10.8 Negative Pledge Clauses Schedule 10.11 Transactions with Affiliates Schedule 13.2 Addresses for Notices EXHIBITS Exhibit A-1 - Revolving Credit Note (Parent Borrower) A [Reserved] Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee B [Reserved] Exhibit C - Pledge Agreement [Reserved] Exhibit D - Form of Notice of Revolving Borrowing Exhibit E - Form of Notice of Conversion or Continuation Exhibit F-1 Form of Note (Revolving Credit Loans) Exhibit F-2 Form of Note (Initial Term Loan) Exhibit G-1 Form of Equal Priority Intercreditor Agreement Exhibit G-2 Form of Junior Priority Intercreditor Agreement Exhibit H Form of Assignment and Acceptance THIS AMENDED AND RESTATED Exhibit I [Reserved] Exhibit J [Reserved] Exhibit K Form of United States Tax Compliance Certificate Exhibit L Form of Intercompany Subordinated Note Exhibit M [Reserved] Exhibit N Form of Notice of Voluntary Prepayment CREDIT AGREEMENT (this “Agreement”) is made and entered into AGREEMENT, dated as of November 28February 21, 2007, by and 2023 among ENERGYSOUTH, INCGROCERY OUTLET HOLDING CORP., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”; as hereinafter further defined), the several banks Lenders (as hereinafter defined) and other financial institutions and lenders Letter of Credit Issuers (as hereinafter defined) from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”)hereto, and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANKBANK OF AMERICA, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Administrative Agent”), Collateral Agent and Swingline Lender.
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages 1.01 - Drop Down Assets Schedule 1.1-C 2.01 - Commitments Schedule 2.05 - Outstanding Letters of Lenders Credit Schedule 1.1-RI Refinanced Indebtedness 3.14 - Subsidiaries Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 6.01 - Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 - Existing Liens Schedule 7.5 6.04 - Existing Contractual Restrictions EXHIBITS Investments EXHIBITS: Exhibit A-1 A - Revolving Credit Note (Parent Borrower) Form of Assignment and Assumption Exhibit A-2 B - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Form of Notice of Commitment Increase Exhibit C - Pledge Agreement Form of Borrowing Request Exhibit D - Notice Form of Revolving Borrowing Promissory Note Exhibit E E-1 - Assignment Form of Opinion of the Loan Parties’ Counsel Exhibit E-2 - Form of Opinion of Canadian Counsel Exhibit E-3 - Form of Opinion of Panamanian Counsel Exhibit F-1 - U.S. Tax Certificate (For Non-U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit F-2 - U.S. Tax Certificate (For Non-U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes) Exhibit F-3 - U.S. Tax Certificate (For Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit F-4 - U.S. Tax Certificate (For Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes) Exhibit G - Compliance Certificate Exhibit H-1 - Form of Guaranty Agreement (Domestic Wholly-Owned Subsidiaries and Acceptance THIS AMENDED AND RESTATED Tesoro Canada) Exhibit H-2 - Form of Guaranty Agreement (Tesoro Panama) Exhibit H-3 - Form of Security Agreement Exhibit I - Form of Investment Grade Covenants Date Certificate CREDIT AGREEMENT AGREEMENT, dated as of September 30, 2016 (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”) is made and entered into as of November 28, 2007, by and among ENERGYSOUTH, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borroweramong TESORO CORPORATION, the “Borrowers”)LENDERS party hereto, the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders Administrative Agent, ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, BANK OF AMERICA, N.A., BARCLAYS BANK PLC, CITIBANK, N.A., MIZUHO BANK, LTD., and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as co-syndication agents (collectively, the “Co-Syndication Agents”), and BNP PARIBAS, DEUTSCHE BANK SECURITIES INC., ▇▇▇▇▇▇▇ SACHS BANK USA, ROYAL BANK OF CANADA, TD SECURITIES (USA) LLC, and UBS AG, STAMFORD BRANCH, as co-documentation agents (collectively, the “Co-Documentation AgentAgents”).
Appears in 1 contract
Sources: Credit Agreement (Tesoro Corp /New/)
Schedules. Schedule 1.1A-1 Credit Suisse Lender Supplement SA-1 Schedule A-2 Atalaya Lender Supplement SA-2 Schedule B – Eligible Receivable Criteria SB-1 Schedule C – Schedule of Receivables SC-1 Schedule D – Location of Receivable Files and Books and Records SD-1 Schedule E – Representations and Warranties Regarding Security Interests SE-1 Schedule F – Servicing Centralization Event Changes SF-1 Schedule G1 – Schedule of Servicer Master Collection Accounts SG-1 Schedule G2 – Schedule of Servicer Deposit Accounts SG-2 Schedule H – List of Subservicers SH-1 Schedule I – Regulatory Events SI-1 Exhibit A – Funding Request ▇-A Applicable Margins and Applicable Percentages Schedule 1.1▇ ▇▇▇▇▇▇▇ ▇-C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit ▇ – [Reserved] B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee – [Reserved] B-2 Exhibit C - Pledge Agreement Exhibit D - Notice – Form of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED CREDIT AGREEMENT C-1 Exhibit D – Accession Agreement D-1 Exhibit E – Conditions to Accession E-1 Exhibit F-1 – Form of Power of Attorney (Borrower – Collateral Agent) F-1 Exhibit F-2 – Form of Power of Attorney (SouthernCo – Collateral Agent) F-2 Exhibit F-3 – Form of Power of Attorney (Borrower Loan Trustee – Collateral Agent) F-3 Exhibit F-4 – Form of Power of Attorney (Borrower Loan Trustee – Servicer) F-4 Exhibit F-5 – Form of Power of Attorney (Borrower Loan Trustee – Subservicer) F-5 Exhibit G – Securitization Release G-1 Exhibit H – Form of Monthly Report H-1 Exhibit I – Form of Custodian Certification I-1 Exhibit J – Form of Removal Request J-1 Exhibit K – Form of Prepayment Notice K-1 This Credit Agreement, dated as of July 15, 2022 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) ), is made and entered into among Heights Financing I, LLC, a Delaware limited liability company, as of November 28borrower (the “Borrower”), 2007SouthernCo, by and among ENERGYSOUTH, INC.Inc., a Delaware corporation (the “Parent BorrowerSouthernCo”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership as servicer (the “Subsidiary Borrower”, and together with the Parent Borrower, the “BorrowersServicer”), the several banks and other financial institutions and Subservicers party hereto as identified in Schedule H hereto, the lenders from time to time party parties hereto (the “Lenders”), REGIONS BANKthe agents for the Lender Groups (as defined herein) from time to time parties hereto (the “Agents”), in its capacity Credit Suisse AG, New York Branch, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and as issuing bank structuring and syndication agent (in such capacity, the “Issuing Bank”), Structuring and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANKComputershare Trust Company, N.A.National Association (“Computershare” acting through its Computershare Corporate Trust division), as paying agent (in its capacity as documentation agent for the Lenders (such capacity, the “Documentation Paying Agent”), image file custodian (in such capacity, the “Image File Custodian”), backup servicer (in such capacity, the “Backup Servicer”) and collateral agent (in such capacity, the “Collateral Agent”), and Wilmington Trust, National Association, not in its individual capacity but solely as borrower loan trustee (in such capacity, the “Borrower Loan Trustee”).
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins 1.01(a) — ESOP Plan Documents Schedule 1.01(b) — Subsidiary Guarantors Schedule 2.01 — Lenders and Applicable Percentages Commitments Schedule 1.1-C Commitments of Lenders 3.04(b) — Material Contracts Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing 3.08(a) — Subsidiaries Schedule 7.2 3.08(b) Insignificant Subsidiaries Schedule 3.09 — Material Litigation Schedule 3.17 — Material Environmental Matters Schedule 3.18 — Insurance Schedule 3.19(a) — UCC Filing Offices Schedule 3.20(a) — Owned Real Property Schedule 3.20(b) — Leased Real Property Schedule 3.23 — Certain ESOP Plan Documents Exceptions Schedule 6.01 — Indebtedness Existing on the Closing Date Schedule 6.02 — Liens Existing on the Closing Date Schedule 7.5 6.04 — Investments Existing Contractual Restrictions EXHIBITS on the Closing Date Exhibit A-1 - Revolving Credit Note (Parent Borrower) A — Form of Administrative Questionnaire Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Exhibit D - Notice B — Form of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED Exhibit C — Form of Borrowing Request Exhibit D — Form of Guarantee Agreement Exhibit E — Form of Security Agreement Exhibit F — Form of Notice of Conversion/Continuation Exhibit G — Form of Notice of Prepayment Exhibit H — Form of Opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP Exhibit I-1 — Form of Revolving Promissory Note Exhibit I-2 — Form of Incremental Term Note Exhibit J — Form of Intercreditor Agreement CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28March 22, 20072010, by and among ENERGYSOUTH, INC.ALION SCIENCE AND TECHNOLOGY CORPORATION, a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANYthe LENDERS (as defined in Article I) and CREDIT SUISSE AG, LTD.CAYMAN ISLANDS BRANCH, an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (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 Revolving Loans at any time and from time to time prior to the Maturity Date, as issuing bank (in an aggregate principal amount at any time outstanding not in excess of $25,000,000. The Borrower has requested the “Issuing Bank”)Swingline Lender to extend credit, at any time and from time to time prior to the Maturity Date, in the form of Swingline Loans, in an aggregate principal amount at any time outstanding not in excess of $5,000,000, and as swingline lender (the “Swingline Lender”), SUNTRUST BANKIssuing Bank to issue Letters of Credit, in its capacity as syndication agent an aggregate face amount at any time outstanding not in excess of $10,000,000. The proceeds of the Loans are to be used solely for ongoing working capital needs and other general corporate purposes, including to finance Permitted Acquisitions. The Letters of Credit will be used solely to support payment obligations incurred in the ordinary course of business by the Borrower and the Subsidiaries. The Lenders are willing to extend such credit to the Borrower, and the Issuing Bank is willing to issue Letters of Credit for the Lenders (account of the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A.Borrower, in its capacity each case on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as documentation agent for the Lenders (the “Documentation Agent”).follows:
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins 1.01(a) Certain Addresses for Notices Schedule 1.01(b) Initial Commitments and Applicable Percentages Schedule 1.11.01(c) Responsible Officers Schedule 2.01 Swingline Commitment Schedule 2.03 Letter of Credit Commitments Schedule 5.10 Insurance Schedule 5.12 Pension Plans Schedule 5.20(a) Subsidiaries, Joint Ventures, Partnerships and Other Equity Investments Schedule 5.20(b) Loan Parties Schedule 5.21(b) Intellectual Property Schedule 5.21(c) Documents, Instrument, and Tangible Chattel Paper Schedule 5.21(d)(i) Deposit Accounts & Securities Accounts Schedule 5.21(d)(ii) Electronic Chattel Paper & Letter-C Commitments of Lenders of-Credit Rights Schedule 1.15.21(e) Commercial Tort Claims Schedule 5.21(f) Pledged Equity Interests Schedule 5.21(g) Properties Schedule 5.21(h) Material Contracts Schedule 6.18 Post-RI Refinanced Indebtedness Closing Matters Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business 7.01 Existing Liens Schedule 4.14 7.02 Existing Indebtedness Schedule 4.15 7.03 Existing Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions Investments EXHIBITS Exhibit A-1 - A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Compliance Certificate Exhibit D Form of Joinder Agreement Exhibit E Form of Loan Notice Exhibit F Form of Permitted Acquisition Certificate Exhibit G Form of Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee H Form of Secured Party Designation Notice Exhibit B-2 - Subsidiary Guarantee I Form of Solvency Certificate Exhibit C - Pledge Agreement J Form of Swingline Loan Notice Exhibit D - K Form of Officer’s Certificate Exhibit L Forms of U.S. Tax Compliance Certificates Exhibit M [Reserved] Exhibit N Form of Financial Condition Certificate Exhibit O Form of Authorization to Share Insurance Information Exhibit P Form of Notice of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS Loan Prepayment This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of November 28April 29, 20072021 (as amended on December 29, by and 2021, among ENERGYSOUTHDIGITAL TURBINE, INC., a Delaware corporation (“Holdings”), DIGITAL TURBINE MEDIA, INC., a Delaware corporation (“DT Media”), DIGITAL TURBINE USA, INC., a Delaware corporation (“DT USA” and, together with Holdings and DT Media, collectively or each individually as the context requires, the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership the other Guarantors (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”defined herein), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”defined herein), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANKBANK OF AMERICA, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Administrative Agent”), Swingline Lender and L/C Issuer.
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins I - Commitments and Applicable Percentages Lending Offices Schedule 1.1-C Commitments of Lenders 2.06 - Real Properties Securing Working Capital Advances made by Columbus Bank and Trust Company Schedule 1.1-RI Refinanced Indebtedness 3.01(d) - Disclosed Litigation Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing 4.01(b) - Subsidiaries Schedule 7.2 4.01(m) - Plans, Multiemployer Plans and Welfare Plans Schedule 4.01(v) - Environmental Lists Schedule 4.01(aa) - Open Years Schedule 4.01(gg) - Existing Debt Schedule 4.01(hh) - Surviving Debt Schedule 4.01(ii) - Owned Real Property Schedule 4.01(jj) - Leased Real Property Schedule 4.01(kk) - Investments Schedule 5.01(n) - Real Properties to be Mortgaged Schedule 5.02(a) - Existing Liens Schedule 7.5 Existing Contractual Restrictions 5.02(n) - Partnerships EXHIBITS Exhibit A-1 A - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Form of Working Capital Note Exhibit B-1 B - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Form of Notice of Borrowing Exhibit C - Pledge Agreement Form of Assignment and Acceptance Exhibit D - Notice Form of Revolving Borrowing Security Agreement Exhibit E - Assignment Form of Intellectual Property Security Agreement Exhibit F-1 - Form of Subsidiary Guaranty Exhibit F-2 - Form of Shareholder's Guaranty Exhibit G - Form of Deeds of Trust, Trust Deeds and Acceptance THIS Mortgages Exhibit H-1 - Form of Opinion of Borrower's Counsel Exhibit H-2 - Form of Opinion of Borrower's Special New York Counsel Exhibit I - Form of Solvency Certificate Exhibit J - Form of Consolidated Income Statement for Fiscal Month Exhibit K - Subordination Terms Exhibit L - Master Lease AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 28September 6, 2007, by and 2000 among ENERGYSOUTHSHONEY'S, INC., a Delaware Tennessee corporation (the “Parent "Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”"), the several banks and other banks, financial institutions and other institutional lenders from time to time party hereto listed on the signature pages hereof as the Initial Lenders (the “"Initial Lenders”"), REGIONS BANKBANK OF AMERICA, N.A. ("Bank of America"), as the initial issuing bank (in its capacity such capacity, the "Initial Issuing Bank"), BANK OF AMERICA, N.A., as administrative agent (together with any successor appointed pursuant to Article VII, the "Administrative Agent") for the Lenders Lender Parties (the “Administrative Agent”as hereinafter defined), and BANC OF AMERICA SECURITIES, L.L.C. ("BAS"), as issuing bank lead arranger and sole book manager (in such capacity, the “Issuing Bank”), "Arranger") and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent (in such capacity, the "Syndication Agent") for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”)Lender Parties.
Appears in 1 contract
Sources: Credit Agreement (Shoneys Inc)
Schedules. Schedule 1.1-A Applicable Margins A-1 Administrative Agent’s Account Schedule A-2 Authorized Persons Schedule B-1 Initial Accounting Changes Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent Schedule 3.5 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrower Schedule 4.1(c) Capitalization of Borrower’s Subsidiaries Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.7(b) Litigation Schedule 4.12 Environmental Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Applicable Percentages Securities Accounts Schedule 1.1-C Commitments of Lenders 4.17 Material Contracts Schedule 1.1-RI Refinanced 4.19 Permitted Indebtedness Schedule 4.1 Jurisdictions 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 11 Notice Address for Lenders [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. The following is a list of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Exhibit D - Notice of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) Authorized Persons: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Moth Reference is made to Watsco, Inc. 2008 Annual Report Notes to Consolidated Financial Statements, Note 1—Summary of Significant Accounting Policies and entered into to Section 3.08(a) of Seller Disclosure Schedule to Purchase and Contribution Agreement between Carrier Corporation and Watsco, Inc. dated as of November 28May 3, 20072009. Upon consummation of the Joint Venture Transaction, by and among ENERGYSOUTH, INC., a Delaware corporation (accounting changes will be made to conform the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”)Guarantor and CIAC (collectively, the several banks “Division Entities”) reporting to Watsco, Inc.’s Significant Accounting Policies. The most significant changes are described below but are not intended to be complete as there may be other needed accounting changes to conform to Watsco, Inc.’s accounting practices and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”)policies.
Appears in 1 contract
Sources: Credit Agreement (Watsco Inc)
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages 1.01(a) -- Contributed Business Schedule 1.1-C Commitments of Lenders 1.01(b) -- Mortgaged Real Properties Schedule 1.1-RI 1.01(c) -- Mortgaged Leasehold Properties Schedule 1.01(d) -- Refinanced Indebtedness Schedule 4.1 Jurisdictions 2.01 -- Commitments Schedule 3.03 -- Conflicting Agreements Schedule 3.05(a) -- Holdover Tenancies Schedule 3.05(c) -- Owned and Leased Property Schedule 3.06 -- Disclosed Matters Schedule 3.07 -- Zoning Matters Schedule 3.13 -- Subsidiaries Schedule 3.14 -- Insurance Schedule 3.19 -- Ownership of Organization the Borrower and Qualification to Transact Business the General Partner Schedule 4.14 3.21 -- Leases Schedule 4.01 -- Local Counsel Schedule 5.13 -- Post-Closing Matters Schedule 6.01 -- Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 -- Existing Liens Schedule 7.5 6.04 -- Investments, Loans, Advances, Guarantees and Acquisitions Schedule 6.10 -- Existing Contractual Restrictions EXHIBITS EXHIBITS: Exhibit A-1 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note A -- Form of Assignment and Acceptance Exhibit B-1 - Parent Guarantee -- Form of Opinion of Stra▇▇▇▇▇▇▇ & ▇rice, L.L.P. Exhibit B-2 - Subsidiary Guarantee -- Form of Opinion of Coudert Brothers Exhibit B-3 -- Form of Opinion of Davi▇ ▇. ▇▇▇▇▇▇▇, ▇▇q. Exhibit B-4 -- Form of Opinion of Local Counsel Exhibit C - -- Form of Guarantee Agreement Exhibit D -- Form of Indemnity, Subrogation and Contribution Agreement Exhibit E-1 -- Form of Real Property Mortgage Exhibit E-2 -- Form of Leasehold Property Mortgage Exhibit E-3 -- Form of Real Property Deed of Trust 6 5 Exhibit E-4 -- Form of Leasehold Property Deed of Trust Exhibit F -- Form of Pledge Agreement Exhibit D - Notice G -- Form of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED Security Agreement 7 CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28September 4, 20071997, by and among ENERGYSOUTHSOUTHERN FOODS GROUP, L.P., a limited partnership organized under the laws of the State of Delaware (the "Borrower"), MID-AMERICA DAIRYMEN, INC., a Delaware Kansas corporation ("Mid-Am" or the “Parent "Initial Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”"), the several banks LENDERS party hereto and THE CHASE MANHATTAN BANK, as Administrative Agent. Pursuant to the Stock Purchase and Merger Agreement dated as of May 22, 1997, among the Initial Borrower, Bord▇▇ ▇▇▇dings (such term and each other financial institutions capitalized term used but not defined in this preamble having the meaning assigned to such term in Article I) and lenders Bord▇▇, (▇) AcquisitionCo will acquire all the outstanding preferred stock and common stock of Bord▇▇ ▇▇▇dings owned by Bord▇▇, (▇) AcquisitionCo will be merged with and into Bord▇▇ ▇▇▇dings and, as a result of such merger, Bord▇▇ ▇▇▇dings will become a wholly owned subsidiary of Mid-Am, and (c) Bord▇▇ ▇▇▇dings and its subsidiaries (other than BMGD and Bord▇▇ ▇▇▇estments) will be merged with and into Mid-Am. In connection with the Acquisition, (a) Mid-Am will contribute the assets and liabilities that were held by Bord▇▇ ▇▇▇dings and its subsidiaries (other than the capital stock, assets and liabilities of BMGD and Bord▇▇ ▇▇▇estments) immediately prior to the Acquisition to the Borrower in exchange for (i) the assumption by the Borrower of the Initial Borrower's obligations under this Agreement and (ii) the issuance by the Borrower of the New Preferred Interests and (b) the Borrower and SFG Capital will issue the Subordinated Debt in a public offering or Rule 144A placement. Each of the Initial Borrower and the Borrower has requested the Lenders to extend credit in the form of (a) Tranche A Term Loans on the Effective Date, in an aggregate principal amount of $90,000,000, (b) Tranche B Term Loans on the Effective Date, in an aggregate principal amount of $100,000,000, and (c) Revolving Loans at any time and from time to time party hereto (from and including the “Lenders”), REGIONS BANKEffective Date and prior to the Revolving Credit Maturity Date, in its capacity as administrative agent an aggregate principal amount at any time outstanding not in excess of $60,000,000. The Borrower has requested the Swingline Lender to extend credit, at any time and from time to time from and including the Effective Date and prior to the Revolving Credit Maturity Date, in the form of Swingline Loans, in an aggregate principal amount at any time outstanding not in excess of $10,000,000. The Borrower has requested the Issuing Bank to issue letters of credit, in an aggregate face amount at any time outstanding not in excess of $5,000,000, to support payment obligations incurred in the ordinary course of business by the Borrower and the Subsidiaries. rights or obligations under the Loan Documents with respect to Borrowings received by it on the Effective Date, provided that, after the Effective Date, the Initial Borrower shall remain liable (a) with respect to the representations and warranties made by it hereunder on the Effective Date and (b) with respect to certain affirmative covenants made by it hereunder. The proceeds of the Revolving Loans (other than the Revolving Loans used for the purposes specified in the first sentence of this paragraph) and the Swingline Loan are to be used by the Borrower for general corporate purposes of the Borrower and the Subsidiaries. The Lenders (and the “Administrative Agent”), as issuing bank (Swingline Lenders are willing to extend such credit to the “Issuing Bank”)Initial Borrower and the Borrower, and as swingline lender (the “Swingline Lender”), SUNTRUST BANKIssuing Bank is willing to issue letters of credit of the account of the Borrower, in its capacity each case on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).follows:
Appears in 1 contract
Sources: Credit Agreement (SFG Capital Corp)
Schedules. Schedule 1.11.01 — Excluded Subsidiaries Schedule 2.01 — Commitments and Loans; Letter of Credit Commitments Schedule 2.05 — Existing Letters of Credit Schedule 3.03 — Government Approvals; No Conflicts Schedule 3.06 — Litigation and Environmental Matters Schedule 3.12 — Subsidiaries Schedule 5.14 — Certain Post-A Applicable Margins and Applicable Percentages Closing Obligations Schedule 1.1-C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 6.01 — Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 — Existing Liens Schedule 7.5 6.04 — Existing Contractual Investments Schedule 6.08 — Existing Affiliate Transactions Schedule 6.09 — Existing Restrictions EXHIBITS Schedule 9.01 — Notices EXHIBITS: Exhibit A-1 - Revolving Credit Note (Parent Borrower) A — Form of Assignment and Assumption Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) B — Form of First Lien Guarantee Agreement Exhibit A-3 - Swingline C — Form of Perfection Certificate Exhibit D — Form of First Lien Collateral Agreement Exhibit E-1 — Form of First Lien Pari Passu Intercreditor Agreement Exhibit E-2 — Form of First/Second Lien Intercreditor Agreement Exhibit F — Form of Intercompany Note Exhibit B-1 - Parent Guarantee G — Form of Floating Charge Document Exhibit B-2 - Subsidiary Guarantee H-1 — [Reserved]Form of Specified Discount Prepayment Notice Exhibit C - Pledge Agreement H-2 — Form of Specified Discount Prepayment Response Exhibit D - I — [Reserved]Form of Discount Range Prepayment Notice Exhibit J — [Reserved]Form of Discount Range Prepayment Offer Exhibit K — [Reserved]Form of Solicited Discount Prepayment Notice Exhibit L — [Reserved]Form of Solicited Discount Prepayment Offer Exhibit M — [Reserved]Form of Acceptance and Prepayment Notice Exhibit N-1 — Form of United States Tax Compliance Certificate 1 Exhibit N-2 — Form of United States Tax Compliance Certificate 2 Exhibit N-3 — Form of United States Tax Compliance Certificate 3 Exhibit N-4 — Form of United States Tax Compliance Certificate 4 Exhibit O — Form of Note Exhibit P — [Reserved] Exhibit Q — Form of Notice of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as R — Form of November 28, 2007, by and among ENERGYSOUTH, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).Letter of Credit Request Exhibit X — Form of Beneficial Ownership Certificate Exhibit Y — Form of Compliance Certificate Exhibit Z — Form of Solvency Certificate [EMEA_ACTIVE 302040156_13]
Appears in 1 contract
Schedules. Schedule 1.11.01(a) - Guarantors Schedule 1.01(b) - Mortgaged Property Schedule 1.01(c) - Competitors Schedule 1.01(d) - Southern Assets Schedule 1.01(e) - Existing Letters of Credit Schedule 2.01 - Lenders and Commitments Schedule 3.04 - Governmental Approvals Schedule 3.06 - Disclosed Matters Schedule 3.08 - Subsidiaries Schedule 3.09 - Litigation Schedule 3.14 - Tax Returns Schedule 3.17 - Environmental Matters Schedule 3.18 - Insurance Schedule 3.19(a) - UCC Filing Offices Schedule 3.19(c) - Mortgage Filing Offices Schedule 3.20(a) - Owned Real Property Schedule 3.20(b) - Leased Real Property Schedule 4.02(a) - Local Counsel Schedule 5.12 - Post-A Applicable Margins and Applicable Percentages Closing Agreements Schedule 1.1-C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 6.01 - Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 - Existing Liens Schedule 7.5 6.04 - Existing Contractual Restrictions EXHIBITS Investments Schedule 6.05 - Asset Sales Schedule 6.07 - Affiliate Transactions Exhibit A-1 A - Revolving Credit Note (Parent Borrower) Form of Administrative Questionnaire Exhibit A-2 B - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Form of Assignment and Acceptance Exhibit C - Pledge Agreement Form of Borrowing Request Exhibit D - Notice Form of Revolving Borrowing Security Agreement Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED Form of Guarantee Agreement Exhibit F - Form of First Lien Intercreditor Agreement Exhibit G - Form of Mortgage Exhibit H-1 - Form of Opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP Exhibit H-2 - Form of Local Counsel Opinion CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28April 9, 20072010, by and among ENERGYSOUTHITC^DELTACOM, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership the Lenders (the “Subsidiary Borrower”as defined in Article I), and together with the Parent BorrowerCREDIT SUISSE AG, the “Borrowers”)CAYMAN ISLANDS BRANCH, the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”)) for the Lenders. The Borrower has requested the Lenders to extend credit in the form of Revolving Loans at any time and from time to time prior to the Revolving Credit Maturity Date, as issuing bank (in an aggregate principal amount at any time outstanding not in excess of $30,000,000. The Borrower has requested the “Swingline Lender to extend credit, at any time and from time to time prior to the Revolving Credit Maturity Date, in the form of Swingline Loans, in an aggregate principal amount at any time outstanding not in excess of $2,500,000. The Borrower has requested the Issuing Bank”)Bank to issue Letters of Credit, in an aggregate face amount at any time outstanding not in excess of $5,000,000, to support payment obligations incurred in the ordinary course of business by the Borrower and the Subsidiaries. The proceeds of the Revolving Loans and the Swingline Loans are to be used solely for general corporate purposes of the Borrower and the Subsidiaries, including Capital Expenditures and Permitted Acquisitions. The Lenders are willing to extend such credit to the Borrower, and as swingline lender (the “Swingline Lender”), SUNTRUST BANKIssuing Bank is willing to issue Letters of Credit for the account of the Borrower, in its capacity each case on the terms and subject to the conditions set forth herein and in accordance with the terms of the Intercreditor Agreement. Accordingly, the parties hereto agree as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).follows:
Appears in 1 contract
Sources: Credit Agreement (Itc Deltacom Inc)
Schedules. Schedule 1.11.01(a) Deposit Accounts Schedule 1.01(b) Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors Schedule 3.03 Governmental Approvals; Compliance with Laws Schedule 3.05(b) Real Properties Schedule 3.06(a) Subsidiaries; Non-A Applicable Margins and Applicable Percentages Guarantor Subsidiaries Schedule 1.13.07 Litigation Schedule 3.08 Material Agreements Schedule 3.18 Insurance Schedule 4.02(g) Local Counsel Schedule 5.16 Post-C Commitments of Lenders Closing Matters Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 6.01 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 Existing Liens Schedule 7.5 6.03 Existing Contractual Restrictions EXHIBITS Investments Exhibit A-1 - Revolving Credit Note (Parent Borrower) A Form of Administrative Questionnaire Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Exhibit D - Notice B Form of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED Exhibit C Form of Borrowing Request Exhibit D Form of Interest Election Request Exhibit E-1 Form of Agreement and Estoppel Certificate Exhibit E-2 Form of Landlord Lien Waiver and Access Agreement Exhibit F Form of U.S. Security Agreement Exhibit G Form of Intercompany Note Exhibit H Form of Joinder Agreement Exhibit I-1 Form of Perfection Certificate Exhibit I-2 Form of Perfection Certificate Supplement Exhibit J-1 Form of Revolving Note Exhibit J-2 Form of Term Note Exhibit K Form of Financial Officer’s Compliance Certificate Exhibit L Form of Financial Condition Certificate Exhibit M Form of Letter of Credit Request Exhibit N Form of Cost Sharing Agreement Exhibit O Form of License Agreement Exhibit P Form of Trademark License Agreement This CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into ), dated as of November 28December 21, 20072004, by and is among ENERGYSOUTHHERBALIFE INTERNATIONAL, INC., a Delaware Nevada corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, ; HERBALIFE LTD., an Alabama a Cayman Islands exempted company with limited partnership liability (the “Subsidiary BorrowerHoldings”); WH INTERMEDIATE HOLDINGS LTD., a Cayman Islands exempted company with limited liability and a direct, wholly-owned subsidiary of Holdings (“Parent”); HBL LTD., a Cayman Islands exempted company with limited liability and a direct, wholly-owned subsidiary of Parent ( “Cayman III”); WH LUXEMBOURG HOLDINGS S.à.▇.▇., a Luxembourg corporation and a direct, wholly-owned subsidiary of Parent (“Luxembourg Holdings”); HLF LUXEMBOURG HOLDINGS, S.à.▇.▇., a Luxembourg corporation and a direct, wholly-owned subsidiary of Luxembourg Holdings (“New Lux”); WH CAPITAL CORPORATION, a Nevada corporation and a direct, wholly-owned subsidiary of New Lux (“WH Capital”); WH LUXEMBOURG INTERMEDIATE HOLDINGS S.à.▇.▇., a Luxembourg corporation and a direct, wholly-owned subsidiary of WH Capital (“Luxembourg Intermediate Holdings”); EACH OF THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO OR FROM TIME TO TIME BECOMING A PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (together with the Parent BorrowerHoldings, the “Borrowers”)Parent, the several banks Cayman III, Luxembourg Holdings, New ▇▇▇, ▇▇ Capital, Luxembourg Intermediate Holdings and each other financial institutions and lenders Subsidiary Guarantor from time to time party hereto executing a Guarantee (defined herein) as required hereunder, the “LendersGuarantors”); THE LENDERS PARTY HERETO; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, REGIONS BANKINC. and ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇, INCORPORATED, as joint lead arrangers and joint bookrunners (in its capacity such capacity, the “Arrangers”); RABOBANK INTERNATIONAL, as Documentation Agent (in such capacity, the “Documentation Agent”); ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇, INCORPORATED, as Syndication Agent (in such capacity, the “Syndication Agent”); ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”); ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED, as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication collateral agent for the Lenders Secured Parties (defined herein) (in such capacity, the “Syndication Collateral Agent”); and RABOBANK INTERNATIONAL, and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”)Issuing Bank.
Appears in 1 contract
Sources: Credit Agreement (Herbalife Ltd.)
Schedules. Schedule 1.11.01(a) Refinancing Indebtedness to Be Repaid Schedule 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Existing Letters of Credit Schedule 3.03 Governmental Approvals; Compliance with Laws Schedule 3.06(c) Violations or Proceedings Schedule 3.07(a) Certain Equity Interests and Subsidiaries Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents Schedule 4.01(g) Local and Foreign Counsel Schedule 4.01(n)(vi) Landlord Access Agreements Schedule 4.01(o)(iii) Title Insurance Amounts Schedule 5.13 Post-A Applicable Margins and Applicable Percentages Closing Covenants Schedule 1.1-C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 6.01(b) Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02(c) Existing Liens Schedule 7.5 6.04(b) Existing Contractual Restrictions Investments EXHIBITS Exhibit A-1 - A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J Form of Mortgage Exhibit K-1 Form of Dollar Term Note Exhibit K-2 Form of Euro Term Note Exhibit K-3 Form of GBP Term Note Exhibit K-4 Form of Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - K-5 Form of Swingline Note Exhibit B-1 - Parent Guarantee L-1 Form of Perfection Certificate Exhibit B-2 - Subsidiary Guarantee L-2 Form of Perfection Certificate Supplement Exhibit C - Pledge M Form of Security Agreement Exhibit D - Notice N Form of Revolving Borrowing Opinion of Company Counsel Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Non-Bank Certificate CREDIT AGREEMENT This CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28April 18, 2007, by and among ENERGYSOUTHITRON, INC., a Delaware Washington corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”meaning given to it in Article I), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”)UBS SECURITIES LLC, as issuing bank lead arranger (the in such capacity, “Issuing BankArranger”), and as syndication agent (in such capacity, “Syndication Agent”), WELLS ▇▇▇▇▇ BANK, NATIONAL ASSOCIATION, as swingline lender (the in such capacity, “Swingline Lender”), SUNTRUST BANKas an Issuing Bank, as administrative agent (in its capacity as syndication agent such capacity, “Administrative Agent”) for the Lenders and as collateral agent (the in such capacity, “Syndication Collateral Agent”)) for the Secured Parties and each Issuing Bank, and JPMORGAN CHASE MIZUHO CORPORATE BANK, N.A.LTD., in its capacity as an Issuing Bank as documentation agent for the Lenders (the in such capacity, “Documentation Agent”).
Appears in 1 contract
Sources: Credit Agreement (Itron Inc /Wa/)
Schedules. Schedule 1.11.01(a) – Commitment Schedule Schedule 1.01(b) – Dutch Auction Schedule 1.01(c) – Material Real Estate Schedule 1.01(d) – Administrative Agent’s Office Schedule 3.05 – Fee Owned Real Estate Assets Schedule 3.13 – Subsidiaries Schedule 5.10 – Unrestricted Subsidiaries Schedule 5.15 – Post-A Applicable Margins and Applicable Percentages Closing Schedule 1.1-C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 6.01 – Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 – Existing Liens Schedule 7.5 6.06 – Existing Contractual Restrictions EXHIBITS Investments Schedule 6.07 – Certain Dispositions Schedule 9.01 – Borrower’s Website Address for Electronic Delivery EXHIBITS: Exhibit A-1 - Revolving Credit – Form of Assignment and Assumption Exhibit A-2 – Form of Affiliated Lender Assignment and Assumption Exhibit B – Form of Borrowing Request Exhibit C – Form of Compliance Certificate Exhibit D – Form of Interest Election Request Exhibit E – Form of Perfection Certificate Exhibit F – [Reserved] Exhibit G – Form of Promissory Note Exhibit H – Form of Collateral Agreement Exhibit I – [Reserved] Exhibit J – Form of Solvency Certificate Exhibit K-1 – Form of Pari Passu Intercreditor Exhibit K-2 – Form of Junior Lien Intercreditor Exhibit L-1 – Form of U.S. Tax Compliance Certificate (Parent BorrowerFor Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit A-2 - Revolving Credit Note L-2 – Form of U.S. Tax Compliance Certificate (Subsidiary BorrowerFor Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit A-3 - Swingline Note L-3 – Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit B-1 - Parent Guarantee L-4 – Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Exhibit D - M Form of Prepayment Notice AMENDED & RESTATED TERM LOAN CREDIT AGREEMENT, dated as of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED CREDIT AGREEMENT March 9, 2021 (this “Agreement”) is made and entered into as of November 28, 2007), by and among ENERGYSOUTHLeslie’s Poolmart, INC.Inc., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANYLeslie’s, LTD.Inc., an Alabama limited partnership a Delaware corporation (the f/k/a Leslie’s Holdings, Inc.) (“Subsidiary Borrower”, and together with the Parent Borrower, the “BorrowersHoldings”), the several banks and other financial institutions and lenders Lenders from time to time party hereto (the “Lenders”)and Nomura Corporate Funding Americas, REGIONS BANKLLC, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as issuing bank (the “Issuing Bank”), ) and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication collateral agent for the Lenders Secured Parties (in such capacity, the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Collateral Agent”).
Appears in 1 contract
Schedules. Schedule 1.1A Excluded Asset Sales Schedule 1 Commitments Schedule 2 Restricted and Unrestricted Subsidiaries Schedule 3 Subsidiary Guarantors Schedule 4 Mortgaged Real Property Schedule 5 EBITDA Adjustments Schedule 5.12 Real Property Schedule 5.19 Subsidiaries Schedule 6 Hedge Agreements Schedule 6.10(c) Real Estate Deliverables Schedule 6.16 Post-A Applicable Margins and Applicable Percentages Closing Obligations Schedule 1.1-C Commitments of Lenders 7.02 Liens Schedule 1.1-RI Refinanced 7.03 Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business 7.04 Investments Schedule 4.14 Existing Indebtedness 7.07 Contractual Obligations Schedule 4.15 Existing Subsidiaries 7.08 Transactions with Affiliates Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions 11.05 Administrative Agent’s Office, Certain Addresses for Notices EXHIBITS Exhibit A-1 - Form of Revolving Credit Facility Note (Parent Borrower) Exhibit A-2 - Revolving Credit Form of Swing Line Note (Subsidiary Borrower) Exhibit A-3 - Swingline Form of Term Note Exhibit B-1 - Parent Guarantee Form of Notice of Borrowing Exhibit B-2 - Subsidiary Guarantee Form of Notice of Continuation or Conversion Exhibit B-3 Form of LC Request Exhibit C - Pledge Form of Guaranty Exhibit D Form of Solvency Certificate Exhibit E Form of Compliance Certificate Exhibit F Form of Closing Certificate Exhibit G Form of Assignment Agreement Exhibit D - H-1 Form U.S. Tax Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit H-2 Form U.S. Tax Certificate (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit H-3 Form U.S. Tax Certificate (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit H-4 Form U.S. Tax Certificate (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit I-1 Form of Second Lien Intercreditor Agreement Exhibit I-2 Form of Equal Priority Intercreditor Agreement Exhibit J Form of Intercompany Note Exhibit K-1 Form of Affiliated Lender Assignment Agreement Exhibit K-2 Form of Acceptance and Prepayment Notice Exhibit K-3 Form of Revolving Borrowing Discount Range Prepayment Notice Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED K-4 Form of Discount Range Prepayment Offer Exhibit K-5 Form of Solicited Discounted Prepayment Notice Exhibit K-6 Form of Solicited Discounted Prepayment Offer Exhibit K-7 Form of Specified Discount Prepayment Notice Exhibit K-8 Form of Specified Discount Prepayment Response Exhibit L Form of Additional Borrower Agreement Exhibit M Form of Secured Hedge Agreement Designation 075030-0002-08530-Active.13958716.14 This CREDIT AGREEMENT (this “Agreement”) is made and entered into as of November May 28, 20072013 among the following: (i) PGT, by and among ENERGYSOUTH, INC.Inc., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, ” and together collectively with the Parent Borrowerany Additional Borrowers from time to time party hereto, the “Borrowers”), ; (ii) the several banks and other financial institutions and lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”); (iii) SunTrust Bank (“SunTrust”), REGIONS BANK, in its capacity as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”), as issuing bank the Collateral Agent (as hereinafter defined), as the “Issuing Bank”Swing Line Lender (as hereinafter defined), and as swingline lender an as LC Issuer (the as hereinafter defined); (iv) General Electric Capital Corporation (“Swingline LenderGE Capital”), SUNTRUST BANKKeybank National Association (“KeyBank”) and U.S. Bank National Association (“U.S. Bank”) as co-syndication agents (in such capacities, in its capacity as syndication agent for the Lenders (the “Co-Syndication AgentAgents”), and JPMORGAN CHASE BANK(v) Cadence Bank, N.A., in its capacity N.A. (“Cadence”) as documentation agent for the Lenders (in such capacity, the “Documentation Agent”) and (vi) SunTrust Robinson Humphrey, In▇. (“▇▇▇▇”), ▇▇ ▇apital Markets, Inc. (“GECM”), Keybank and U.S. Bank, as lead arrangers and joint bookrunners (the “Arrangers”).
Appears in 1 contract
Sources: Credit Agreement (PGT, Inc.)
Schedules. Schedule 1.1-A Applicable Margins I - Commitments and Applicable Percentages Lending Offices Schedule 1.1-C Commitments II - Affiliated Transactions Schedule III - Agreements with Negative Pledge Clauses Schedule 1.01(a) - Existing Letters of Lenders Credit Schedule 1.1-RI Refinanced Indebtedness 1.01(b) - Surviving Debt Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing 4.01 - Equity Investments; Subsidiaries Schedule 7.2 4.01(j) - Disclosures Schedule 5.02(a) - Existing Liens Schedule 7.5 5.02(e) - Existing Contractual Restrictions EXHIBITS Investments Exhibit A-1 - Form of Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Form of Term Note Exhibit B-1 B - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Form of Notice of Borrowing Exhibit C - Pledge Agreement Form of Assignment and Acceptance Exhibit D D-1 - Notice Form of Revolving Borrowing Opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP Exhibit D-2 - Form of Opinion of ▇▇▇▇▇▇▇▇, Loop & ▇▇▇▇▇▇▇▇, LLP Exhibit E - Assignment and Acceptance THIS AMENDED Form of Tax Compliance Certificates Exhibit F - Form of Compliance Certificate Exhibit G - Form of Security Agreement Exhibit H - Form of Guaranty Supplement Exhibit I - Form of Solvency Certificate CREDIT AND RESTATED CREDIT GUARANTY AGREEMENT (this “Agreement”) is made and entered into dated as of November 28August 17, 2007, by and 2017 among ENERGYSOUTH, INC.▇▇▇▇ INCORPORATED (formerly known as ▇▇▇▇ Holding Corporation), a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANYand each of the direct and indirect subsidiaries of the Borrower signatory hereto (each, LTD., an Alabama limited partnership (the a “Subsidiary BorrowerGuarantor”, and and, collectively, together with the Parent Borrowerany person that becomes a Guarantor hereunder pursuant to Section 8.05, the “BorrowersGuarantors”), the several banks and other banks, financial institutions and other institutional lenders from time to time party hereto (each, a “Lender”, and collectively with any other person that becomes a Lender hereunder pursuant to Section 9.07 or to Amendment No. 1 (as defined below), the “Lenders”), REGIONS BANKCITIBANK, in its capacity N.A. (“CITI”), as administrative agent for the Lenders (or any successor appointed pursuant to Article VII, the “Administrative Agent”) for the Lender Parties and the other Secured Parties (each as hereinafter defined), CITI, as issuing bank collateral agent (or any successor appointed pursuant to Article VII, the “Collateral Agent”) for the Lender Parties and the other Secured Parties, CITIGROUP GLOBAL MARKETS INC. (“CGMI”), JPMORGAN CHASE BANK, N.A. (“JPM”), BANK OF AMERICA, N.A. (“BofA”), ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA (“GS”) and BARCLAYS BANK PLC (“Barclays”) as joint lead arrangers and joint bookrunners (the “Issuing Joint Lead Arrangers”), JPM, BofA and GS, as syndication agents (the “Syndication Agents”), ROYAL BANK OF CANADA (“Royal Bank”), and as swingline lender UBS SECURITIES LLC (the “Swingline LenderUBS”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders CREDIT SUISSE SECURITIES (the USA) LLC (“Syndication AgentCS”), CITIZENS BANK N.A. (“Citizens”), BMO CAPITAL MARKETS (“BMO”) and JPMORGAN CHASE BANKFIFTH THIRD BANK (“FTB”), N.A., in its capacity as documentation agent for the Lenders agents (the “Documentation AgentAgents”).
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins I - Commitments and Applicable Percentages Lending Offices Schedule 1.1II - Initial Unencumbered Properties Schedule III - Reserved Schedule IV - On-C Commitments Campus Participating Properties Schedule V - Existing Letters of Lenders Credit Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing 4.01(b) - Subsidiaries Schedule 7.2 4.01(d) - Authorizations, Approvals, Actions, Notices and Filings Schedule 4.01(f) - Disclosed Litigation Schedule 4.01(n) - Surviving Debt Schedule 4.01(o) - Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS 4.01(p) - Real Estate Assets Schedule 4.01(r) - Environmental Matters Schedule 4.01(x) - Plans and Welfare Plans Schedule 4.01(y) - Certain Condemnation Proceedings Schedule 4.01(bb) - Debt of On-Campus Participating Entities Exhibit A-1 A - Form of Revolving Credit Note (Parent Borrower) Exhibit A-2 B - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Form of Notice of Borrowing Exhibit C - Pledge Agreement Form of Notice of Issuance Exhibit D - Notice Form of Revolving Borrowing Guaranty Supplement Exhibit E - Form of Assignment and Acceptance THIS Exhibit F - Form of Opinion of Counsel to the Loan Parties Exhibit G - Reserved Exhibit H - Form of Unencumbered Property Certificate FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 11, 2017 (this “Agreement”) is made and entered into as of November 28among AMERICAN CAMPUS COMMUNITIES OPERATING PARTNERSHIP LP, 2007a Maryland limited partnership (the “Borrower”), by and among ENERGYSOUTHAMERICAN CAMPUS COMMUNITIES, INC., a Delaware Maryland corporation (the “Parent BorrowerGuarantor”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership any Additional Guarantors (as hereinafter defined) acceding hereto pursuant to Section 7.05 (the “Subsidiary Borrower”Guarantors” and, and together with the Parent BorrowerGuarantor, the “BorrowersGuarantors”), the several banks and other banks, financial institutions and other institutional lenders from time to time party hereto listed on the signature pages hereof as the initial lenders (the “Initial Lenders”), REGIONS BANKKEYBANK NATIONAL ASSOCIATION (“KeyBank”), in its capacity as the initial issuer of Letters of Credit (as hereinafter defined) (the “Initial Issuing Bank”), the Swing Line Bank (as hereinafter defined), KeyBank, as administrative agent for the Lenders (together with any successor administrative agent appointed pursuant to Article VIII, the “Administrative Agent”) for the Lender Parties (as hereinafter defined), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A. and CAPITAL ONE NATIONAL ASSOCIATION, as co-syndication agents, BANK OF AMERICA, N.A., in its capacity U.S. BANK NATIONAL ASSOCIATION, and COMPASS BANK, as co-documentation agent for the Lenders agents, and KEYBANC CAPITAL MARKETS INC., ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC and CAPITAL ONE NATIONAL ASSOCIATION, as joint lead arrangers (collectively the “Documentation AgentArrangers”).
Appears in 1 contract
Sources: Credit Agreement (American Campus Communities Operating Partnership LP)
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages 1.01(a) - GTR Assets Schedule 1.1-C 1.01(b) - Guarantors Schedule 1.01(c)-A Excluded Properties Schedule 1.01(c)-B Mortgaged Properties Schedule 2.01 - Commitments of Lenders Schedule 1.1-RI Refinanced 3.08 - Subsidiaries Schedule 3.09 - Litigation Schedule 3.17 - Environmental Matters Schedule 3.18 - Insurance Schedule 3.19 - Mortgage Filing Offices Schedule 3.20(a) - Real Property Schedule 3.20(b) - Leasehold Interests Schedule 6.01 - Permitted Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing 6.02 - Permitted Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS 6.04 - Permitted Investments Schedule 6.08 - Affiliate Transactions EXHIBITS: Exhibit A-1 A - Revolving Credit Note (Parent Borrower) Form of Administrative Questionnaire Exhibit A-2 B - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Form of Assignment and Acceptance Exhibit C - Pledge Agreement Form of Borrowing Request Exhibit D - Notice of Revolving Borrowing Intentionally Omitted Exhibit E - Assignment Intentionally Omitted Exhibit F - Form of Opinion of ▇▇▇▇▇▇▇▇▇ and Acceptance THIS ▇▇▇▇▇▇▇▇▇, L.L.P. Exhibit G - GTR Financing Term Sheet AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28January 14, 20072004, by and among ENERGYSOUTHALON USA, INC., a Delaware corporation (the “Parent "Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”"), the several banks and other financial institutions and lenders from time to time party hereto Lenders (the “Lenders”as defined in Article I), REGIONS BANKand CREDIT SUISSE FIRST BOSTON, in a bank organized under the laws of Switzerland, acting through its capacity Cayman Islands branch, as administrative agent (in such capacity, the "Administrative Agent") and as collateral agent (in such capacity, the "Collateral Agent") for the Lenders. This Amended and Restated Credit Agreement amends and restates the Credit Agreement dated as of December 16, 2003, among the parties hereto. The Borrower has requested the Lenders (to provide a term loan facility available in the “Administrative Agent”), as issuing bank (form of a single Borrowing on a single date not later than the “Issuing Bank”), and as swingline lender (30th day after the “Swingline Lender”), SUNTRUST BANKClosing Date, in its capacity an aggregate principal amount of $100,000,000. The proceeds of the Loans are to be used to repay all outstanding term loan Indebtedness under the Refining Term Loan Agreement and all outstanding indebtedness under the IDB Revolving Credit Facility, to pay fees and expenses related to the Transactions and for other general corporate purposes. Capitalized terms used but not defined in this paragraph shall have the meanings given them in Article I. 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 syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).follows:
Appears in 1 contract
Schedules. Schedule 1.1-SCHEDULE A Applicable Margins and Applicable Percentages Schedule 1.1-C Commitments - Plan of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions Arrangement under Section 192 of Organization and Qualification to Transact the Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Corporations Act (Canada) SCHEDULE B - Stillwater Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit SCHEDULE C - Pledge Agreement Exhibit Peregrine Subsidiaries SCHEDULE D - Material Property Article 1 INTERPRETATION 5 Definitions 5 Number and Gender 14 Interpretation Not Affected by Headings 14 Date of Any Action 15 References to Statutes 15 References to Persons 15 Accounting Matters 15 Knowledge 15 Currency 15 Schedules 15 Article 2 THE ARRANGEMENT 16 Plan of Arrangement 16 Effective Date 16 Interim Order 16 Final Order 17 1933 Act Exemption 17 Closing 18 Articles of Arrangement 18 Article 3 REPRESENTATIONS AND WARRANTIES 18 Representations and Warranties of Stillwater 18 Representations and Warranties of Peregrine 22 Survival of Representations and Warranties 36 Article 4 COVENANTS 37 Covenants of Peregrine 37 Covenants of Peregrine Regarding Non-Solicitation 44 Right to Accept a Superior Proposal 47 Covenants of Peregrine Regarding Reorganization 48 Covenants of Stillwater 49 Article 5 CONDITIONS PRECEDENT 51 Mutual Conditions Precedent of Peregrine and Stillwater 51 Conditions Precedent to Obligations of Peregrine 52 Conditions Precedent to Obligations of Stillwater 53 Co-operation 55 Notice and Cure Provisions 56 Merger of Revolving Borrowing Exhibit E - Conditions 57 Resignations 57 Article 6 TRANSITION PERIOD AND INSURANCE 57 Transition Period 57 Insurance 58 Article 7 TERMINATION AND AMENDMENT 58 Rights of Termination 58 Termination Deadline 59 Termination Fee 59 Amendment 60 Waiver 60 Article 8 ADDITIONAL COVENANTS AND INDEMNIFICATION 61 Remedies 61 Withholding Rights 61 Article 9 GENERAL 61 Notice 61 Binding Effect 62 No Assignment 63 Public Statements 63 Entire Agreement 63 Time of Essence 63 Severability 63 Counterpart Executions and Acceptance THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made Facsimile Transmissions 63 Fees and entered into as of November 28, 2007, by and among ENERGYSOUTH, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).Expenses 63 Investigation 64 Further Assurances 64 Waiver 64 Governing Law 64
Appears in 1 contract
Schedules. Schedule 1.12.01(A) — Initial Term Commitments[Reserved] Schedule 2.01(B) — Revolving Credit Commitments Schedule 6.12 — Post-Closing Covenants Schedule 10.02 — EachThe Administrative Agent’s Office, Certain Addresses for Notices Exhibit A Applicable Margins and Applicable Percentages Schedule 1.1-C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS — Committed Loan Notice Exhibit A-1 - C-1 — Term Note[Reserved] Exhibit C-2 — Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) D-1 — Closing Date Certificate Exhibit A-3 - Swingline Note E — Assignment and Assumption Exhibit B-1 - Parent Guarantee F — Guaranty Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge G — Security Agreement Exhibit D - Notice H — Discounted Prepayment Option Notice[Reserved] Exhibit I — Lender Participation Notice[Reserved] Exhibit J — Discounted Voluntary Prepayment Notice[Reserved] Exhibit K — Form of Revolving Borrowing Pari Passu Intercreditor Agreement Exhibit E - Assignment L — United States Tax Compliance Certificate Exhibit M — Form of Junior Lien Intercreditor Agreement Exhibit N — Solvency Certificate Exhibit O — Form of Secured Party Joinder This CREDIT AGREEMENT, originally dated as of November 25, 2020 (as amended by Incremental Facility Amendment No. 1, as further amended by Amendment No. 2, and Acceptance THIS AMENDED AND RESTATED CREDIT AGREEMENT (this as further amended by Amendment No. 3, as further amended by Amendment No. 4, as further amended by Amendment No. 5, and as further amended by Amendment No. 6, the “Agreement”) ), is made and entered into as of November 28, 2007, by and among ENERGYSOUTHSHOALS HOLDINGSTECHNOLOGIES GROUP, INCLLINC., a Delaware corporation limited liability companycorporation (the “Parent BorrowerCompany”), BAY GAS STORAGE COMPANYSHOALS INTERMEDIATE HOLDINGS LLC, LTD., an Alabama a Delaware limited partnership liability company (the “Subsidiary Borrower”, and together with the Parent Borrower, the “BorrowersHoldings”), the several banks WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), as Term Loan Administrative Agent and other financial institutions Collateral Agent, JPMORGAN CHASE BANKJPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Revolving Facility Administrative Agent, and lenders each lender from time to time party hereto (collectively, the “Lenders”)” and individually, REGIONS BANK, in its capacity as administrative agent for the Lenders (the a “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins 1.01(a) - Mortgaged Properties Schedule 2.01 - Commitments and Applicable Percentages Loans Outstanding Schedule 1.1-C Commitments of Lenders 3.05 - Real Property Schedule 1.1-RI Refinanced Indebtedness 3.06 - Disclosed Matters Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business 3.12 - Subsidiaries Schedule 4.14 3.13 - Insurance Schedule 3.16(d) - Mortgage Filing Offices Schedule 6.01 - Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 - Existing Liens Schedule 7.5 6.04 - Existing Contractual Investments Schedule 6.10 - Existing Restrictions EXHIBITS EXHIBITS: -------- Exhibit A - Form of Assignment and Acceptance Exhibit A-1 - Revolving Credit Note (Parent Form of Administrative Questionnaire Exhibit B - Form of Opinion of Borrower) 's Counsel Exhibit A-2 C - Revolving Credit Note (Subsidiary Borrower) Form of Opinion Local Counsel Exhibit A-3 - Swingline Note Exhibit B-1 D - Parent Guarantee Agreement Exhibit B-2 E - Subsidiary Guarantee Agreement Exhibit C F - Indemnity, Subrogation and Contribution Agreement Exhibit G - Pledge Agreement Exhibit D H - Notice Security Agreement Exhibit I - Form of Revolving Borrowing Mortgage Exhibit E J - Assignment and Acceptance THIS AMENDED AND RESTATED Form of Amendment of Deed of Trust Exhibit K - Form of Reaffirmation Agreement CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28July 31, 20071997, by as amended as of January 6, 1998, and amended and restated as of June 4, 1998, among ENERGYSOUTHCATALYTICA, INC., a Delaware corporation (the “Parent Borrower”)corporation, BAY GAS STORAGE COMPANYCATALYTICA PHARMACEUTICALS, LTDINC., an Alabama limited partnership (the “Subsidiary Borrower”a Delaware corporation, and together with the Parent as Borrower, the “Borrowers”LENDERS party hereto and THE CHASE MANHATTAN BANK, as Administrative Agent, as Collateral Agent, as Documentation Agent and as Issuing Bank. The Borrower (such term and each other capitalized term used but not defined herein having the meaning assigned to it in Article I), Catalytica, the several banks Administrative Agent, the Collateral Agent, the Documentation Agent, the Issuing Bank and other financial institutions the Lenders are parties to a Credit Agreement dated as of July 31, 1997, as amended as of January 6, 1998 (as in effect immediately prior to the effectiveness of the transactions contemplated by this Agreement, the "Original -------- Credit Agreement"), pursuant to which such Lenders (a) committed to make ---------------- Revolving Loans to the Borrower at any time and lenders from time to time party hereto (prior to the “Lenders”), REGIONS BANKMaturity Date, in its capacity an aggregate principal amount at any time outstanding not in excess of $75,000,000 less the LC Exposure at such time and (b) made Term Loans to the Borrower in an aggregate principal amount of $125,000,000, $25,000,000 of which was subsequently prepaid in accordance with the prepayment procedures set forth in the Original Credit Agreement. The Borrower has requested that the Original Credit Agreement be amended in order (a) to redesignate $25,000,000 of the Term Loans outstanding as administrative agent of the Restatement Date to be an equal amount of Revolving Loans and in connection therewith increase the Revolving Commitments by an aggregate amount of $25,000,000 and (b) to effect certain other changes. The Lenders are willing to amend the Original Credit Agreement for such purposes and to restate the Lenders (Original Credit Agreement as so amended in the “Administrative Agent”)form hereof, as issuing bank (subject to the “Issuing Bank”), terms and as swingline lender (the “Swingline Lender”), SUNTRUST BANKconditions hereinafter set forth. Accordingly, in its capacity consideration of the foregoing and the mutual covenants set forth herein, the parties hereto agree as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).follows:
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages Schedule 1.1-C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 5.1 - Jurisdictions of Organization and Qualification Schedule 5.2 - Subsidiaries and Capitalization Schedule 5.9 - ERISA Plans of Credit Parties and ERISA Affiliates Schedule 5.12 - Material Contracts Relating to Transact Business the Collateral Schedule 4.14 5.13 - Labor and Collective Bargaining Agreements of Credit Parties Schedule 5.19 - Litigation of Borrower and all Subsidiaries Schedule 6.18 - Post Closing Matters Schedule 7.1 - Existing Indebtedness Schedule 4.15 Existing of Borrower and all Subsidiaries Schedule 7.2 - Existing Liens of Borrower and all Subsidiaries Schedule 7.5 7.3 - Existing Contractual Loans, Advances and Investments of Borrower and all Subsidiaries Schedule 7.7 - Transactions with Affiliates Schedule 7.10(b) - Existing Encumbrances and Restrictions EXHIBITS Exhibit A-1 of Borrower and All Subsidiaries Schedule 5.9 - Revolving ERISA Plans of Credit Note (Parent BorrowerParties and ERISA Affiliates Schedule 5.12 - Material Contracts Relating to the Collateral Schedule 5.13 - Labor and Collective Bargaining Agreements of Credit Parties Schedule 5.19 - Litigation of Borrower and all Subsidiaries Schedule 6.18 - Post Closing Matters Schedule 7.1 - Existing Indebtedness of Borrower and all Subsidiaries Schedule 7.2 - Existing Liens of Borrower and all Subsidiaries Schedule 7.3 - Existing Loans, Advances and Investments of Borrower and all Subsidiaries Schedule 7.7 - Transactions with Affiliates Schedule 7.10(b) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Exhibit D - Notice Existing Encumbrances and Restrictions of Revolving Borrowing Exhibit E - Assignment Borrower and Acceptance THIS AMENDED AND RESTATED All Subsidiaries CREDIT AGREEMENT (this “Agreement”) is made and entered into AGREEMENT, dated as of November 28February 18, 20072014, by and among ENERGYSOUTHKRONOS WORLDWIDE, INC., a Delaware corporation (the “Parent Borrower”)corporation, BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent as Borrower, the “Borrowers”)lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, the several banks as Lenders, and other financial institutions and lenders from time to time party hereto (the “Lenders”)DEUTSCHE BANK AG NEW YORK BRANCH, REGIONS BANKa national banking association, in its capacity as administrative agent Administrative Agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”)Lenders.
Appears in 1 contract
Schedules. Schedule 1.11.1(a) Gas Gathering Systems 1.1(b) Mortgaged Property 1.1(c) Historical Hedging Addbacks 1.1(d) Specified Non-A Applicable Margins Recourse Debt 2.9(b) Net Indebtedness 4.1(a) Contingent Liabilities, Etc. 4.1(b) Dispositions 4.4 Consents, Authorizations, Filings and Applicable Percentages Schedule 1.1Notices 4.6 Material Litigation 4.13 ERISA 4.15 Subsidiaries 4.19(a)-1 UCC Filing Jurisdictions - Collateral 4.19(a)-2 UCC Financing Statements to Remain on File 4.19(b) Mortgage Filings Jurisdictions 4.19(c) UCC Filing Jurisdictions - Intellectual Property Collateral 4.21 Specified Non-C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Recourse Debt Documents 4.24 Hydrocarbon Interests 4.25(b) Consents 6.15(a) Hedging Arrangements 7.2(d) Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 7.3(b)(x) Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 - Revolving Credit Note (Parent Borrower7.5(g)(i) Exhibit A-2 - Revolving Credit Note (Subsidiary BorrowerCertain Dispositions 8(g)(i) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Required Payments to Employee Welfare Benefit Plans 8(g)(ii) Required Payments to Multiemployer Plans EXHIBITS: A Form of Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit and Collateral Agreement B Form of Compliance Certificate C - Pledge Agreement Exhibit Form of Closing Certificate D - Notice Form of Revolving Borrowing Exhibit Mortgage E - Form of Assignment and Acceptance THIS AMENDED AND RESTATED F-1 Form of Legal Opinion of Skadden, Arps, Slate, Meagher & Flom LLP F-2 Form of Legal O▇▇▇▇on of General Counsel F-3 Form of Opinion of Davis, Graham & Stubbs LLP G ▇▇▇▇ ▇▇ ▇▇rm ▇▇▇▇ ▇ Form of Exemption Certificate I Form of Lender Addendum J Form of Solvency Certificate K Form of Notice of Borrowing L Form of No Parent Liquidity Event Certificate CREDIT AGREEMENT (this “Agreement”) is made and entered into AGREEMENT, dated as of November 28July 31, 20072002, by and among ENERGYSOUTHThe Williams Companies, INC.Inc., a Delaware corporation ("Parent"), Wil▇▇▇▇▇ ▇▇oduction Holdings LLC, a Delaware limited liability c▇▇▇▇▇▇ ("Holdings"), Williams Production RMT Company, a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”"Bo▇▇▇▇▇▇"), the several banks and other financial institutions and lenders or entities from time to time party hereto parties to this Agreement as lenders (the “"Lenders”"), REGIONS BANKLEHMAN BROTHERS INC., as advisor, lead arranger and book manager (▇▇ ▇uch capacity, the "Arranger"), LEHMAN COMMERCIAL PAPER INC., as syndication agent (in its capacity such capa▇▇▇▇, the "Syndication Agent"), and LEHMAN COMMERCIAL PAPER INC., as administrative agent for (in such c▇▇▇▇▇▇y, the Lenders (the “"Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”").
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins 1.1(a) Mortgaged Property Schedule 1.1(b) Commitments and Applicable Percentages Schedule 1.1-C Commitments Addresses of Lenders Schedule 1.1-RI Refinanced 1.1(c) Excluded Subsidiaries Schedule 8.6 Government Approvals Schedule 8.12 Subsidiaries Schedule 8.18 Capital Stock Schedule 9.9 Affiliate Transactions Schedule 10.1 Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing 10.2 Liens Schedule 7.5 Existing Contractual Restrictions 10.5 Investments Schedule 10.12 Burdensome Agreements EXHIBITS Exhibit A-1 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Exhibit D - Notice A Form of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS Exhibit B [Reserved] Exhibit C Form of Mortgage Exhibit D [Reserved] Exhibit E [Reserved] Exhibit F Form of Letter of Credit Request Exhibit G-1 Form of Legal Opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP Exhibit G-2 Form of Legal Opinion of Ropes & ▇▇▇▇ LLP Exhibit G-3 [Reserved] Exhibit G-4 Form of Legal Opinion of ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ LLP Exhibit G-5 Form of Legal Opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP Exhibit H Form of Effective Date Certificate Exhibit I-1 Form of Promissory Note (Tranche D Term Loans) Exhibit I-2 Form of Promissory Note (New Term Loans) Exhibit I-3 Form of Promissory Note (Revolving Credit and Swingline Loans) Exhibit J-1 Form of Joinder Agreement (New Term Loans) Exhibit J-2 Form of Joinder Agreement (Revolving Credit Increase) SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into AGREEMENT, dated as of November 28June 18, 2007, by and among ENERGYSOUTH, LPL INVESTMENT HOLDINGS INC., a Delaware corporation (“Holdings”), LPL HOLDINGS, INC., a Massachusetts corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial lending institutions and lenders from time to time party parties hereto (each a “Lender” and, collectively, the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders ▇▇▇▇▇▇▇ SACHS CREDIT PARTNERS L.P. (the “Administrative AgentGSCP”), as issuing bank Sole Lead Arranger and Sole Bookrunner, and Syndication Agent, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC. (the “Issuing BankMSSF”), as Administrative Agent, and as swingline lender ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. (the “Swingline LenderMS”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Collateral Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).
Appears in 1 contract
Schedules. The following Schedules attached to this Memorandum of Agreement form part of this Memorandum of Agreement and are to be construed accordingly:
(a) Schedule 1.1A1 – CN Lands Adjacent to Barrington Wall, Halifax, CNR29-A Applicable Margins A;
(b) Schedule A2 – Irving Shipyard, Halifax, HHSP-2R;
(c) Schedule A-3 – Irving Land, Pleasant Street, Dartmouth; HHSP-1SB1;
(d) Schedule A-4 – ▇▇▇▇▇▇ Investments Property, HHSP-K1;
(e) Schedule A-5 – Waterfront Development Corporation Limited Property;
(f) Schedule B – Payments under HRM Debenture;
(g) Schedule C – Payments under Loan Agreement;
(h) Schedule D – Cash Flow Projection for Completion of the HHSP;
(i) Schedule E – Amounts Committed and Applicable Percentages Projected to be Spent by July 31, 2010;
(j) Schedule 1.1-C F – Projected Balances to be Withheld in Respect of Commitments of Lenders to the Community Integration Funds;
(k) Schedule 1.1-RI Refinanced Indebtedness G – Builders' Lien Act Holdback Amounts – Recorded at Net HST;
(l) Schedule 4.1 Jurisdictions of Organization and Qualification H – Punch List Holdback Amounts;
(m) Schedule I –Remaining Project Commitments;
(n) Schedule J – Payments to Transact Business HRM for Sustainable Community Reserve;
(o) Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 K - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Exhibit D - Notice of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of November 28, 2007, by and among ENERGYSOUTH, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”Additional Costs Incurred by, and together due to, HW as a Result of Late Completion of Commissioning, Which Should be Reimbursed by the STP Contractor as Per Section 16.09 of the STP Development Agreement
(p) Schedule L – Spending Under the CSIF Agreement; and
(q) Schedule M – Real Property Associated with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”)HHSP.
Appears in 1 contract
Sources: Transfer Agreement
Schedules. Schedule 1.1-A Applicable Margins 1.01(a) -- Subsidiary Guarantors Schedule 1.01(b) -- Stockroom Items Schedule 2.01 -- Lenders and Applicable Percentages Commitments Schedule 1.1-C Commitments 3.07(d) -- Contractual Rights Regarding Mortgaged Property Schedule 3.08 -- Subsidiaries Schedule 3.09(a) -- Litigation Schedule 3.09(c) -- Certificates of Lenders Occupancy Schedule 1.1-RI Refinanced Indebtedness 3.10 -- Agreements and Instruments Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business 3.17 -- Environmental Matters Schedule 4.14 3.18 -- Insurance Schedule 3.19(d) -- Filing Offices-- Mortgages Schedule 3.20(a) -- Mortgaged Properties Schedule 3.20(b) -- Leased Properties Schedule 4.02(a) -- Local Counsel Schedule 6.01 -- Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 -- Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS 6.07 -- Transactions with Affiliates EXHIBITS: Exhibit A-1 - Revolving Credit Note (Parent Borrower) A -- Form of Administrative Questionnaire Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) B -- Form of Assignment and Acceptance Exhibit A-3 - Swingline Note C -- Form of Borrowing Request Exhibit B-1 - D -- Form of Indemnity, Subrogation and Contribution Agreement Exhibit E -- Form of Mortgages Exhibit F -- Form of Parent Guarantee Agreement Exhibit B-2 - Subsidiary Guarantee Exhibit C - G -- Form of Pledge Agreement Exhibit D - Notice H -- Form of Revolving Security Agreement Exhibit I -- Form of Subsidiary Guarantee Agreement Exhibit J-1 -- Form of Opinion of Kirk▇▇▇▇ & ▇lli▇ ▇▇▇ibit J-2 -- Form of Opinion of Local Counsel Exhibit K -- Form of Borrowing Base Certificate Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED L -- Form of Tax Sharing Agreement 7 CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28April 30, 20071997, by and among ENERGYSOUTHNC MERGER COMPANY, a Wisconsin corporation (the "Borrower"), NFC CASTINGS, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”"Holdings"), the several banks and other financial institutions and lenders from time to time party hereto Lenders (the “Lenders”as defined in Article I), REGIONS and THE CHASE MANHATTAN BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”)a New York banking corporation, as issuing bank (in such capacity, the “"Issuing Bank”"), as administrative agent (in such capacity, the "Administrative Agent") and as swingline lender collateral agent (in such capacity, the "Collateral Agent") for the Lenders. Pursuant to the Merger Agreement (such term and each other capitalized term used but not defined herein having the meaning given it in Article I), (a) the Borrower will merge (the “Swingline Lender”"Merger") with and into Neenah Corporation, a Wisconsin corporation ("Neenah"), SUNTRUST BANKwith Neenah being the surviving corporation in the Merger, and (b) the then-outstanding capital stock of Neenah will be converted into the right to receive aggregate consideration of $240,000,000 in its capacity as syndication agent for the Lenders cash (the “Syndication Agent”"Merger Consideration"), subject to adjustment as set forth in the Merger Agreement. From and JPMORGAN CHASE BANKafter the Merger, N.A.all references herein to the Borrower shall mean and refer to Neenah, as the surviving corporation in its capacity as documentation agent for the Lenders (the “Documentation Agent”)Merger.
Appears in 1 contract
Sources: Credit Agreement (Neenah Foundry Co)
Schedules. Schedule 1.1-A Applicable Margins 1.01A -- Certain Subsidiaries Schedule 1.01B -- Sustainability Table Schedule 1.01C -- Adjusted EBITDA Schedule 1.01D -- Immaterial Subsidiaries Schedule 1.01E -- Subsidiary Loan Parties Schedule 1.01F -- Unrestricted Subsidiaries Schedule 2.01A -- Commitments Schedule 2.01B -- Letter of Credit Commitments Schedule 2.06 -- Existing Letters of Credit Schedule 3.01 -- Organization and Applicable Percentages Good Standing Schedule 1.1-C Commitments of Lenders 3.04 -- Governmental Approvals Schedule 1.1-RI Refinanced 3.08(a) -- Subsidiaries Schedule 3.08(b) -- Subscriptions Schedule 3.09(a) -- Litigation Schedule 3.09(b) -- Compliance with Laws Schedule 3.13 -- Taxes Schedule 3.16 -- Environmental Matters Schedule 3.20 -- Labor Matters Schedule 3.21 -- Intellectual Property Schedule 3.23 -- Insurance Schedule 5.10(h) -- Certain Collateral Matters Schedule 6.01 -- Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing 6.02(a) -- Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS 6.04 -- Investments Schedule 6.07 -- Transactions with Affiliates EXHIBITS: Exhibit A-1 - Revolving Credit Note A -- Form of Assignment and Assumption Exhibit B -- Form of Intercompany Subordination Terms Exhibit C -- Form of Increasing Lender Supplement Exhibit D -- Form of Augmenting Lender Supplement Exhibit E -- List of Closing Documents Exhibit F-1 -- Form of U.S. Tax Certificate (Parent BorrowerForeign Lenders That Are Not Partnerships) Exhibit A-2 - Revolving Credit Note F-2 -- Form of U.S. Tax Certificate (Subsidiary BorrowerForeign Participants That Are Not Partnerships) Exhibit A-3 - F-3 -- Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships) Exhibit F-4 -- Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships) Exhibit G-1 -- Form of Borrowing Request Exhibit G-2 -- Form of Interest Election Request Exhibit G-3 -- Form of Swingline Borrowing Request Exhibit H -- Form of Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Exhibit D - I -- Form of Notice of Revolving Borrowing Loan Prepayment Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED J -- Form of Secured Party Designation Notice Exhibit K -- Form of Compliance Certificate Exhibit L -- Form of Pricing Certificate CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28March 25, 2007, by and 2022 among ENERGYSOUTHSPROUTS FARMERS MARKET, INC.. (f/k/a Sprouts Farmers Markets, LLC), a Delaware corporation (“Holdings”), SPROUTS FARMERS MARKETS HOLDINGS, LLC, a Delaware limited liability company (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders LENDERS from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANKBANK OF AMERICA, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Administrative Agent”), Issuing Bank and Swingline Lender.
Appears in 1 contract
Schedules. Schedule 1.11.1 Distribution Centers Schedule 1.2 Restricted Business Excluded Countries Schedule 1.3 Non-Shared Contracts Schedule 1.4 Transferred Entities Schedule 1.5 Extended Requirements Brands Schedule 1.6(a)(i) Cereal Brands Schedule 1.6(a)(ii) Granola Brands Schedule 1.6(a)(iii) Cereal Bites Brands Schedule 1.6(a)(iv) Cookies Brands Schedule 1.6(a)(v) Core Brands Schedule 1.6(b) WKKC Licensing Arrangements Schedule 1.7 Excluded WKKC Contracts Schedule 1.8 Certain WKKC Contracts Schedule 1.9 Distribution Centers Fully Subleased to WKKC Schedule 2.1(a) Internal Reorganization Step Plan Schedule 2.2(a)(iv) WKKC Owned Real Property Schedule 2.2(a)(vi) WKKC Permits Schedule 2.2(a)(viii) WKKC Tangible Personal Property Schedule 2.2(a)(xiii) WKKC Information Technology Schedule 2.2(a)(xvi) WKKC Data Schedule 2.2(a)(xvii) Certain WKKC Assets Schedule 2.2(b)(v) Certain Kellanova Assets Schedule 2.3(a)(vii) Certain WKKC Liabilities Schedule 2.3(a)(viii) Certain WKKC Claims Schedule 2.3(b)(v) Certain Kellanova Liabilities Schedule 2.7(b) Surviving Intercompany Agreements Schedule 3.2(c) Directors and Officers Schedule 4.3(e) Specified Kellanova Information Schedule 10.9 Allocation of Certain Costs and Expenses Exhibit A Applicable Margins Form of Amended and Applicable Percentages Schedule 1.1-C Commitments Restated Certificate of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions Incorporation of Organization WKKC Exhibit B Form of Amended and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Restated Bylaws of WKKC Exhibit C - Pledge Form of Distribution Center Sublease Agreement Exhibit D - Notice This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED CREDIT AGREEMENT [•], 2023 (this “Agreement”) ), is made and entered into as of November 28, 2007, by and among ENERGYSOUTH, INC.between ▇▇▇▇▇▇▇ Company, a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing BankKellanova”), and as swingline lender WK ▇▇▇▇▇▇▇ Co, a Delaware corporation (“WKKC” and each of Kellanova and WKKC, a “Party”, and collectively, the “Swingline LenderParties”), SUNTRUST BANK, . Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).Article I.
Appears in 1 contract
Sources: Separation and Distribution Agreement (WK Kellogg Co)
Schedules. Seller Schedule 1.14.2(b) - Capital Stock Seller Schedule 4.4 - Consents and Approvals Seller Schedule 4.5 - Non-A Applicable Margins Contravention Seller Schedule 4.7(a)(i) - Financial Statements Seller Schedules 4.7(a)(ii)-(iii) - Financial Statements Seller Schedule 4.7(a)(iv) - Capital Expenditures Seller Schedules 4.7(b)-(c) - Financial Statements Seller Schedule 4.7(e) - Revenues Seller Schedule 4.8 - Litigation and Applicable Percentages Claims Seller Schedule 1.14.9(a)-(k) - Taxes Seller Schedule 4.9(l) - Taxes Seller Schedule 4.10(a)(i) - Seller Benefit Plans Seller Schedule 4.10(a)(ii) - Company Plans Seller Schedule 4.10(b) - Employees and Employee Benefits – Compliance with Laws Seller Schedule 4.10(c) - Liability under ERISA Title IV or Section 302/ Code Section 412 Seller Schedule 4.10(d) - Multi-C Commitments Employer Plan Seller Schedule 4.10(f) - Retiree Medical Seller Schedule 4.10(g) - Employees and Employee Benefits – Pending Claims Seller Schedule 4.10(h) - Employees and Employee Benefits – Change in Control Seller Schedule 4.10(i) - Listed Employees Seller Schedule 4.11(a) - Collective Bargaining Agreements Seller Schedules 4.11(b)-(f) - Labor and Employment Matters Seller Schedule 4.12 - Compliance with Laws; Communications Authorizations Seller Schedule 4.13 - Environmental Matters Seller Schedule 4.14(c) - Violations of Lenders Intellectual Property Rights Seller Schedule 1.1-RI Refinanced Indebtedness 4.14(d) - Intellectual Property Litigation and Claims Seller Schedule 4.1 Jurisdictions 4.14(g) - IT Systems Exceeding “Vendor End of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Support Dates” Seller Schedule 4.15 Existing Subsidiaries - Contracts Seller Schedule 7.2 Existing Liens 4.17 - Assets Seller Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 4.18 - Revolving Credit Note (Parent BorrowerCommunications Licenses Seller Schedule 4.19 - Title to Property Seller Schedule 4.20(a) Exhibit A-2 - Revolving Credit Note (Subsidiary BorrowerReal Property Seller Schedule 4.22 - Customers Seller Schedule 6.2(a) Exhibit A-3 - Swingline Note Exhibit B-1 Permitted License Activities Seller Schedule 6.2(a)(C) - Parent Guarantee Exhibit B-2 Changes to ILEC Services Seller Schedule 6.2(a)(D) - Subsidiary Guarantee Exhibit C Permitted Changes – Compensation and Benefits Seller Schedule 6.2(a)(G) - Pledge Permitted Changes – Listed Employees Seller Schedule 6.2(a)(I) - Permitted Settlements Seller Schedule 6.6(d) - Annual Bonuses Seller Schedule 6.6(e) - Long-Term Incentives Seller Schedule 6.6(i)(i) - Pension Transfer Seller Schedule 6.6(j) - OPEB Benefits Seller Schedule 6.9(e) - Cooperation Regarding Settlement Matters Seller Schedule 6.13(b) - Pricing Methodologies Seller Schedule 6.16 - Schedules to Ancillary Documents Seller Schedule 6..16(b) - U-verse Trademark License Agreement Exhibit D Seller Schedule 6.16(e) - Notice of Revolving Borrowing Exhibit E Content Transport and Video Seller Schedule 6.16(e)(ii) - Assignment U-verse Application Agreement Seller Schedule 6.20 - Cutover Plan Seller Schedule 6.21(c) - Company Trademarks Seller Schedule 7.2(a) - Consents and Acceptance THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”Approvals Not a Buyer Condition to Closing Seller Schedule 7.2(b) is made - Video Agreements, Consents and entered into Licenses Buyer Schedule 5.3 - Consents and Approvals Buyer Schedule 6.2(b) - Employee Communications Buyer Schedule 6.6(g) - Flexible Spending Accounts and Health Reimbursement Arrangements Buyer Schedule 6.11 - Buyer Non-Contribution Actions STOCK PURCHASE AGREEMENT, dated as of November 28December 16, 20072013, by and among ENERGYSOUTH, between AT&T INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing BankSeller”), and as swingline lender FRONTIER COMMUNICATIONS CORPORATION, a Delaware corporation (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation AgentBuyer”).
Appears in 1 contract
Sources: Stock Purchase Agreement (Frontier Communications Corp)
Schedules. Schedule 1.1SCHEDULE I - Lock-Box Banks SCHEDULE II - Depositary Banks SCHEDULE III - Credit and Collection Policy SCHEDULE IV - Originators SCHEDULE V - Georgia-Pacific’s Interests in OriginatorsIntentionally Omitted SCHEDULE VI - Defaulted Receivables SCHEDULE VII - Special Concentration Limits SCHEDULE VIII - Approved OECD Countries SCHEDULE IX - Fiscal Months EXHIBIT A Applicable Margins and Applicable Percentages Schedule 1.1- Form of Investor Report EXHIBIT B - Form of Lock-C Commitments of Lenders Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit Box Agreement EXHIBIT C - Pledge Form of Transfer Agreement Exhibit EXHIBIT D - Notice Form of Revolving Borrowing Exhibit Assignment Agreement EXHIBIT E - Assignment Form of Consent and Acceptance THIS Acknowledgment EXHIBIT F - Addendum to Agreement EXHIBIT G - Daily Activity ReportEXHIBIT H - Interim Activity Report SECOND AMENDED AND RESTATED CREDIT RECEIVABLES PURCHASE AGREEMENT (this “Agreement”) is made and entered into dated as of November 28December 19, 2007, by and 2001 among ENERGYSOUTHG-P RECEIVABLES, INC., a Delaware corporation (the “Parent BorrowerSeller”), BAY GAS STORAGE COMPANYGEORGIA-PACIFIC CORPORATION, LTD.a Georgia corporation (“Georgia-Pacific”), an Alabama limited partnership BLUE RIDGE ASSETVARIABLE FUNDING CORPORATIONCAPITAL COMPANY LLC (the “Subsidiary BorrowerBlue RidgeVFCC”), CRC FUNDING, LLC (“CRC”), GOTHAM FUNDING CORPORATION (“Gotham”), ▇▇▇▇▇▇▇▇ FUNDING CORPORATION (“▇▇▇▇▇▇▇▇”), THREE PILLARS FUNDING LLC (“Three Pillars”) (each of Blue RidgeVFCC, CRC, Gotham, ▇▇▇▇▇▇▇▇ and together with the Parent BorrowerThree Pillars and their respective successors and permitted assigns, individually, a “Purchaser” and, collectively, the “BorrowersPurchasers”), the several banks and other financial institutions and lenders from time to time party hereto CITICORP NORTH AMERICA, INC. (the “LendersCiticorp”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent ) for the Lenders (Purchasers. Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., meanings assigned to such terms in its capacity as documentation agent for the Lenders (the “Documentation Agent”)Article I hereof.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Georgia Pacific Corp)
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages 1.01(a) - Existing Letters of Credit Schedule 1.1-C Commitments of Lenders 1.01(b) - Original Guarantors Schedule 1.1-RI Refinanced 1.01(c) - Mortgaged Property Schedule 1.01(d) - Existing Financial Indebtedness Schedule 4.1 Jurisdictions 1.01(e) - Existing Security Schedule 1.01(f) - Joint Ventures Schedule 1.01(g) - Potential Disposals Schedule 1.01(h) - Permitted Share Issues Schedule 2.01 - Lenders and Commitments Schedule 3.26 - Restrictions on Share Transfer Exhibit A - Form of Organization Administrative Questionnaire Exhibit B - Form of Assignment and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Acceptance Exhibit C - Pledge Agreement Form of Borrowing Request Exhibit D - Notice of Revolving Borrowing Guarantee Agreement Exhibit E - Assignment Guarantee Agreement (Norway) Exhibit F - Pledge and Acceptance THIS AMENDED AND RESTATED Security Agreement (Canada) Exhibit G - Pledge and Security Agreement (U.S.) Exhibit H - Intercreditor Agreement Exhibit I - Form of Compliance Certificate CREDIT AGREEMENT dated as of January 12, 2007, as amended and restated as of July 15, 2010, and as further amended and restated as of December 15, 2011 (this “Agreement”), among CGGVERITAS SERVICES HOLDING (U.S.) is made and entered into as of November 28, 2007, by and among ENERGYSOUTH, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANYCOMPAGNIE GÉNÉRALE DE GÉOPHYSIQUE - VERITAS, LTD., an Alabama limited partnership a société anonyme incorporated under the laws of France (the registration number 969 202 241 RCS Paris) (“Subsidiary Borrower”, and together with the Parent Borrower, the “BorrowersParent”), the several banks Lenders (as defined in Article I) and other financial institutions and lenders from time to time party hereto (the “Lenders”)CREDIT SUISSE AG, REGIONS BANK, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”)) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders. The Borrower, Parent, the Administrative Agent, the Collateral Agent and the Lenders party thereto previously entered into that certain Credit Agreement dated as of January 12, 2007, as issuing bank amended and restated as of July 15, 2010 (as amended prior to the date hereof, the “Issuing BankExisting Credit Agreement”), and under which (a) the Revolving Credit Lenders (as swingline lender (the “Swingline Lender”defined therein), SUNTRUST BANKagreed to extend credit in the form of Revolving Loans (as defined therein) to the Borrower at any time and from time to time prior to the Revolving Credit Maturity Date (as defined therein), in its capacity as syndication agent an aggregate principal amount at any time outstanding not in excess of $140,000,000, (b) the Swingline Lender (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) agreed to extend credit in the form of Swingline Loans to the Borrower at any time and from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of $25,000,000, and (c) the Issuing Banks agreed to issue Letters of Credit, in an aggregate face amount at any time outstanding not in excess of $75,000,000, to support obligations incurred in the ordinary course of business by the Borrower and the other Subsidiaries. The proceeds of the Revolving Loans and the Swingline Loans have been and are to be used solely for general corporate purposes of the Borrower and the other Subsidiaries. Pursuant to the Amendment Agreement, the Borrower, the Majority Lenders (as defined in the “Syndication Agent”)Existing Credit Agreement) and the Revolving B Lenders have agreed to amend and restate the Existing Credit Agreement in the form hereof to, among other things, set forth the terms of the Revolving B Loans and JPMORGAN CHASE BANKmake certain other amendments thereto. Accordingly, N.A., in its capacity the parties hereto agree as documentation agent for the Lenders (the “Documentation Agent”).follows:
Appears in 1 contract
Sources: Credit Agreement (CGG Veritas)
Schedules. Schedule 1.1-A I - Commitments Schedule II - Applicable Margins Lending Offices and Applicable Percentages Addresses for Notices Schedule 1.1-C Commitments of Lenders III - Operating Lessees Schedule 1.1-RI Refinanced Indebtedness IV - Permitted Transferees Schedule 4.1 Jurisdictions of Organization 4.8 - Subsidiaries and Qualification to Transact Business Unconsolidated Entities Schedule 4.14 4.10 - Existing Indebtedness Schedule 4.15 4.13 - Existing Subsidiaries Investments Schedule 7.2 Existing Liens 4.19 - Environmental Protection Schedule 7.5 Existing Contractual Restrictions 4.22(a) - Owned Real Estate Schedule 4.22(b) - Leased Real Estate EXHIBITS Exhibit A-1 - Form of Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Form of Term Note Exhibit B-1 B - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Form of Notice of Borrowing Exhibit C - Pledge Agreement Form of Notice of Conversion or Continuation Exhibit D - Notice Form(s) of Revolving Borrowing Opinion(s) of Counsel for the Loan Parties Exhibit E - Form of Assignment and Acceptance THIS Exhibit G - Form of Compliance Certificate Exhibit H - Form of Operating Lease Exhibit I - Form of Subsidiary Guaranty Exhibit J - INTENTIONALLY DELETED Exhibit K - Form of Letter of Credit Request FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into AGREEMENT, dated as of November 28July 1, 20071998, by and among ENERGYSOUTHFELCOR SUITE HOTELS, INC., a Delaware Maryland corporation (the “Parent Borrower”)"FelCor") and FELCOR SUITES LIMITED PARTNERSHIP, BAY GAS STORAGE COMPANY, LTD., an Alabama a Delaware limited partnership (the “Subsidiary Borrower”, "FelCor LP" and together collectively with the Parent BorrowerFelCor, the “Borrowers”"Borrower"), the several banks and other financial institutions listed on the signature pages hereof (each individually a "Lender" and lenders from time to time party hereto collectively the "Lenders") and THE CHASE MANHATTAN BANK (the “Lenders”"Chase"), REGIONS BANK, in its capacity as administrative agent for the Lenders (in such capacity, the “"Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”").
Appears in 1 contract
Schedules. Schedule 1.11-A Applicable Margins – Representations and Applicable Percentages Warranties with Respect to Purchased Mortgage Loans Schedule 1.11-B – Representations and Warranties with Respect to Servicer Advances Schedule 2 – Authorized Representatives Schedule 3 – Responsible Officers of Seller and Guarantor EXHIBITS Exhibit A – Form of Transaction Request Exhibit B – Reserved Exhibit C Commitments – Form of Lenders Mortgage Loan Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions Exhibit D – Reserved Exhibit E – Form of Organization Power of Attorney Exhibit F – Underwriting Guidelines Exhibit G – Reserved Exhibit H – Seller’s and Qualification to Transact Business Schedule 4.14 Guarantor’s Tax Identification Number Exhibit I – Existing Indebtedness Exhibit J – Form of Escrow Instruction Letter Exhibit K – Custodial and Securities Intermediary Fee Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS Exhibit A-1 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Exhibit D - Notice L – Form of Revolving Borrowing Exhibit E - Trade Assignment and Acceptance THIS This is a THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into MASTER REPURCHASE AGREEMENT, dated as of November April 28, 20072017, by and among ENERGYSOUTH, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC ( “Administrative Agent”) on behalf of Buyers, including but not limited to Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch (“CS Cayman” and a “Committed Buyer”) and Alpine Securitization LTD (“Alpine” and a “Buyer”), PENNYMAC LOAN SERVICES, LLC., as issuing bank seller (the “Issuing BankSeller”), and PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC, as swingline lender guarantor (“Guarantor”). The Administrative Agent, the Guarantor and the Seller previously entered into a Second Amended and Restated Master Repurchase Agreement, dated as of March 31, 2016 (the “Swingline LenderExisting Master Repurchase Agreement”), SUNTRUST BANKwhich amended and restated that certain Amended and Restated Master Repurchase Agreement, dated as of May 3, 2013, which amended and restated that certain Master Repurchase Agreement, dated as of August 14, 2009; Pursuant to that certain Assignment, Assumption and Appointment Agreement, dated as of June 16, 2016 by and among Administrative Agent, CS Cayman, as a buyer, and certain Buyers identified therein (as amended, restated, supplemented or otherwise modified from time to time, the “Assignment, Assumption and Appointment Agreement”), Administrative Agent sold and assigned its right, title and interest in the Transactions and the related Purchased Mortgage Loans and Repurchase Assets hereunder to such Buyers and was retained as Administrative Agent hereunder; The parties hereto have requested that the Existing Master Repurchase Agreement be amended and restated, in its capacity as syndication agent for entirety, on the Lenders (terms and subject to the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).conditions set forth herein;
Appears in 1 contract
Sources: Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages 2.01 — Commitments Schedule 1.1-C Commitments of Lenders 2.02 — Mandatory Cost Schedule 1.1-RI Refinanced Indebtedness 3.01 — Subsidiaries Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 6.01 — Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 — Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS EXHIBITS: Exhibit A-1 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note A — Form of Assignment and Assumption Exhibit B-1 - Parent Guarantee — Form of Opinion of Loan Parties’ Special Counsel Exhibit B-2 - Subsidiary Guarantee — Form of Opinion of Company’s Assistant General Counsel Exhibit C - — Form of Increasing Lender Supplement Exhibit D — Form of Augmenting Lender Supplement Exhibit E — List of Closing Documents Exhibit F-1 — Form of Borrowing Subsidiary Agreement Exhibit F-2 — Form of Borrowing Subsidiary Termination Exhibit G — Form of U.S. Guaranty Exhibit H — Form of U.S. Pledge Agreement Exhibit D - Notice of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 286, 2007, by and 2006 among ENERGYSOUTH, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent BorrowerINTERNATIONAL RECTIFIER CORPORATION, the “Borrowers”), the several banks and other financial institutions and lenders FOREIGN SUBSIDIARY BORROWERS from time to time party hereto (hereto, the “Lenders”)LENDERS from time to time party hereto, REGIONS BANKBANK OF AMERICA, in its capacity N.A. as administrative agent for the Lenders (the “Administrative Agent”)Syndication Agent and HSBC BANK USA, NATIONAL ASSOCIATION and DEUTSCHE BANK AG NEW YORK BRANCH as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), Co-Documentation Agents and JPMORGAN CHASE BANK, N.A.NATIONAL ASSOCIATION, in its capacity as documentation agent for the Lenders (the “Documentation Administrative Agent”).. The parties hereto agree as follows:
Appears in 1 contract
Sources: Credit Agreement (International Rectifier Corp /De/)
Schedules. Schedule 1.11.01(a) - Existing Letters of Credit Schedule 1.01(b) - [Reserved] Schedule 1.01(c) - Excluded Subsidiaries Schedule 1.01(d) - Mortgaged Property Schedule 1.01(e) - Subsidiary Guarantors Schedule 2.01 - Lenders and Commitments Schedule 3.04 - Governmental Approvals Schedule 3.08 - Subsidiaries Schedule 3.09 - Litigation Schedule 3.17 - Environmental Matters Schedule 3.18 - Insurance Schedule 3.19(a) - UCC Filing Offices Schedule 3.19(c) - Post-A Applicable Margins and Applicable Percentages Closing Mortgage Amendments Schedule 1.1-C Commitments of Lenders 3.19(d) - Foreign Pledge Agreement Filing Requirements Schedule 1.1-RI Refinanced Indebtedness 3.20 - Owned Real Property Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 6.01 - Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 - Existing Liens Schedule 7.5 6.04(l) - Existing Contractual Restrictions EXHIBITS Investments Schedule 6.06(b) - Existing Encumbrances Schedule 10.03 - Limitations on Guarantees and Certain Waivers Exhibit A-1 A - Revolving Credit Note (Parent Borrower) Form of Administrative Questionnaire Exhibit A-2 B - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Form of Assignment and Acceptance Exhibit C - Pledge Agreement Form of Borrowing Request Exhibit D - Notice Form of Revolving Borrowing Guarantor Joinder Exhibit E - Assignment and Acceptance THIS Agreed Security Principles Exhibit F - U.S. Collateral Agreement Exhibit G - First Lien Intercreditor Agreement Exhibit H - Form of Affiliate Subordination Agreement Exhibit I - Form of Junior Lien Intercreditor Agreement Exhibit J - [Reserved] Exhibit K - Form of Compliance Certificate Exhibit L - [Reserved] Exhibit M-1 - Form of Borrowing Subsidiary Agreement Exhibit M-2 - Form of Borrowing Subsidiary Termination Exhibit N - Form of Additional Bank Secured Party Acknowledgment FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 5, 2016 (this “Agreement”) is made and entered into as of November 28), 2007, by and among ENERGYSOUTH, PACTIV EVERGREEN GROUP HOLDINGS INC.. (formerly ▇▇▇▇▇▇▇▇ Group Holdings Inc.), a Delaware corporation (the “Parent BorrowerPEGHI”), BAY GAS STORAGE COMPANYPACTIV LLC, LTD.a Delaware limited liability company (“Pactiv”), an Alabama EVERGREEN PACKAGING LLC (formerly Evergreen Packaging Inc.), a Delaware limited partnership liability company (the “Subsidiary Borrower”Evergreen” and, together with PEGHI, and together with the Parent BorrowerPactiv, the “U.S. Borrowers” or the “Revolving Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto PACTIV EVERGREEN INC. (the formerly ▇▇▇▇▇▇▇▇ Group Holdings Limited), a Delaware corporation (“LendersHoldings”), REGIONS BANKthe Guarantors (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I), in its capacity the Lenders and, CREDIT SUISSE AG, as administrative agent for the Term Lenders (in such capacity, including any successor thereto, the “Term Loan Facility Administrative Agent”) and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Revolving Credit Lenders (in such capacity, including any successor thereto, the “Revolving Credit Facility Administrative Agent”)., The Borrowers have requested (a) the U.S. Term Lenders (as issuing bank defined in Article I) to extend credit in the form of U.S. Term Loans (as defined in Article I) to the “Issuing Bank”), and as swingline lender (U.S. Borrowers on the “Swingline Lender”), SUNTRUST BANK2016 Restatement Date, in its capacity as syndication agent for an aggregate principal amount not in excess of $1,973,000,000, (b) the European Term Lenders (as defined in Article I) to make European Term Loans (as defined in Article I) to the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A.European Borrowers on the 2016 Restatement Date, in its capacity as documentation agent for an aggregate principal amount not in excess of €250,000,000, (c) the Revolving Credit Lenders (as defined in Article I) to extend credit to the “Documentation Agent”Revolving Borrowers in the form of Revolving Loans from time to time prior to the Revolving Credit Maturity Date in an aggregate principal amount at any time outstanding not in excess of $302,300,0001,100,000,000 and (d) the Issuing Banks to issue Letters of Credit in an aggregate face amount at any time outstanding not in excess of the aggregate amount of the L/C Commitments at such time. The U.S. Term Lenders, the European Term Lenders, the Revolving Credit Lenders and the Issuing Banks are willing to extend such credit, in each case on the terms and subject to the conditions set forth herein and in Amendment No. 10., The proceeds of the Term Loans to be made on the 2016 Restatement Date are to be used solely to consummate the 2016 Restatement Transactions and for general corporate purposes of Holdings and the Subsidiaries. The proceeds of the Revolving Loans and any Incremental Term Loans made after the 2016 Restatement Date are to be used solely for general corporate purposes of Holdings and the Subsidiaries. Letters of Credit are to be issued to support payment obligations incurred in the ordinary course of business by the Borrowers and the Subsidiaries of Holdings (including payment obligations with respect to any local working capital facilities (other than the Local Facilities)).
Appears in 1 contract
Schedules. Schedule 1.11.01(a)-Guarantors Schedule 2.01-A Applicable Margins Lenders and Applicable Percentages Commitments Schedule 1.13.08-C Commitments of Lenders Subsidiaries Schedule 1.13.09-RI Refinanced Litigation Schedule 3.17-Environmental Matters Schedule 3.18-Insurance Schedule 3.19(a)-UCC Filing Offices Schedule 3.19(c)-Mortgage Filing Offices Schedule 3.20(a)-Owned Real Property Schedule 3.20(b)-Leased Real Property Schedule 5.13-Post-Closing Requirements Schedule 6.01(a)-Existing Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 Existing 6.02(a)-Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS 6.04(c)-Existing Investments Schedule 6.10(a)-Retail Segment Revenue Schedule 7(m)-Permitted Investors Exhibit A-1 - Revolving Credit Note (Parent Borrower) A-Form of Administrative Questionnaire Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Exhibit D - Notice B-Form of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED Exhibit C-Form of Borrowing Request Exhibit D-Form of Affiliate Subordination Agreement Exhibit E-Forms of Tax Compliance Certificates Exhibit F-Form of Compliance Certificate Exhibit G-Form of Warrant Exhibit H-Form of Joinder Agreement Exhibit I-Form of Notice of Continuation/Conversion CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28August 4, 20072021, by and among ENERGYSOUTH, GIDDY INC., a Delaware corporation (subject to Sections 1.05 and 9.21, the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the “Subsidiary Borrower”meaning given it in Article I), and together with the Parent BorrowerALTER DOMUS (US) LLC, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”), as issuing bank () for the “Issuing Bank”), and as swingline lender (Lenders. The Borrower has requested the “Swingline Lender”), SUNTRUST BANKLenders to extend credit in the form of Term Loans on the Closing Date, in its capacity as syndication agent 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 “Syndication Agent”)Borrower on the terms and subject to the conditions set forth herein. Accordingly, and JPMORGAN CHASE BANK, N.A., in its capacity the parties hereto agree as documentation agent for the Lenders (the “Documentation Agent”).follows:
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins I - Commitments, Pro Rata Shares and Applicable Percentages Lending Offices Schedule 1.1-C Commitments II - Guarantors Schedule III Existing Letters of Lenders Credit Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing 4.01(b) - Subsidiaries Schedule 7.2 4.01(d) - Authorizations, Approvals, Actions, Notices and Filings Schedule 4.01(f) - Disclosed Litigation Schedule 4.01(p) - Labor Matters Schedule 4.01(q) - Environmental Disclosure Schedule 4.01(t) - Existing Debt Schedule 4.01(v) - Existing Liens Schedule 7.5 Existing Contractual Restrictions 4.01(w) - Owned Real Property Schedule 4.01(x)(i) - Leased Real Property (Lessee) Schedule 4.01(x)(ii) - Leased Real Property (Lessor) Schedule 4.01(y) - Investments Schedule 4.01(z) - Material Contracts Schedule 4.01(aa) - Intellectual Property Schedule 5.01(q) - Inactive Subsidiaries Schedule 5.01(r) Franchise Taxes Schedule 5.02(b)(iii)(F) - Contingent Obligations EXHIBITS Exhibit A-1 - Form of Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Form of Term Note Exhibit B-1 - Parent Guarantee Form of Notice of Borrowing Exhibit B-2 - Subsidiary Guarantee Form of Letter of Credit Request Exhibit C - Pledge Agreement Form of Assignment and Acceptance Exhibit D - Notice Form of Revolving Borrowing Security Agreement Exhibit E - Assignment and Acceptance THIS Form of Guaranty Supplement Exhibit F - Form of Opinion of Special Counsel to the Loan Parties Exhibit G - Form of Compliance Certificate Exhibit H - Form of Departing Lender Consent Exhibit I - Form of Post-Closing Opinion of Special Counsel to the Loan Parties AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28April 14, 2007, by and 2006 among ENERGYSOUTH, INC.G▇▇▇▇ & E▇▇▇▇ COMPANY, a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANYthe Guarantors (as hereinafter defined), LTDthe Lenders (as hereinafter defined), DEUTSCHE BANK SECURITIES INC., an Alabama limited partnership as sole book-running manager and sole lead arranger (the “Subsidiary BorrowerLead Arranger”), and together with DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as the Parent Borrowerinitial swing line bank (in such capacity, the “BorrowersInitial Swing Line Bank”), the several banks and other financial institutions and lenders from time to time party hereto initial issuer of Letters of Credit (as hereinafter defined) (in such capacity, the “LendersInitial Issuing Bank”), REGIONS BANK, in its capacity as ) and administrative agent for the Lenders (together with any successors appointed pursuant to Article VII, the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent ) for the Lenders Lender Parties (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”hereinafter defined).
Appears in 1 contract
Sources: Credit Agreement (Grubb & Ellis Co)
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages Schedule 1.1-C Commitments of Lenders Schedule 1.1-RI 1.01(a) - Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization 1.01(b) - Subsidiary Guarantors Schedule 1.01(c) - Mortgaged Property Schedule 1.01(d) - Anticipated Tower Lease-Back Schedule 1.01(e) - Designated Entities Schedule 1.01(f) - Specified Facilities Schedule 2.01 - Lenders and Qualification to Transact Business Commitments Schedule 4.14 3.08 - Subsidiaries Schedule 3.09 - Litigation Schedule 3.17 - Environmental Matters Schedule 3.18 - Insurance Schedule 3.19(a) - UCC Filing Offices Schedule 3.19(c) - Mortgage Filing Offices Schedule 3.20(a) - Owned Real Property Schedule 3.20(b) - Leased Real Property Schedule 4.02(a) - Local Counsel Schedule 5.13 - Post-Closing Covenants Schedule 6.01 - Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 - Existing Liens Schedule 7.5 Existing Contractual Restrictions EXHIBITS 6.04(j) - Investments Exhibit A-1 - Revolving Credit Note (Parent Borrower) A-Form of Administrative Questionnaire Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Exhibit D - Notice B-Form of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED Exhibit C-Form of Borrowing Request Exhibit D-Form of Guarantee and Collateral Agreement Exhibit E-Form of Mortgage Exhibit F-Form of Compliance Certificate Exhibit G-1-Form of Opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP Exhibit G-2-Form of Local and Regulatory Counsel Opinion Exhibit G-3-Form of Local and Regulatory Counsel Opinion Exhibit G-4-Form of Local and Regulatory Counsel Opinion Exhibit H-Form of Affiliate Subordination Agreement CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28February 29, 2007, by and 2012 among ENERGYSOUTHHAWAIIAN TELCOM COMMUNICATIONS, INC., a Delaware corporation (the “Parent Borrower”), BAY GAS STORAGE COMPANYHAWAIIAN TELCOM HOLDCO, LTDINC., an Alabama limited partnership a Delaware corporation (the “Subsidiary Borrower”, and together with the Parent Borrower, the “BorrowersHoldings”), the several banks Lenders (such term and each other financial institutions capitalized term used but not defined in this introductory statement having the meaning given it in Article I), and lenders from time to time party hereto CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (the “LendersCredit Suisse”), REGIONS BANK, in its capacity as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”)) and as collateral agent (in such capacity, as issuing bank (including any successor thereto, the “Issuing BankCollateral Agent”), and as swingline lender () for the “Swingline Lender”), SUNTRUST BANKLenders. The Borrower has requested the Lenders to extend credit in the form of Term Loans on the Closing Date, in its capacity an aggregate principal amount not in excess of $300,000,000. The proceeds of the Term Loans will be used solely to refinance the Refinanced Indebtedness and to pay fees and expenses incurred connection herewith and therewith and, to the extent of any excess, for working capital and general corporate purposes. 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 syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).follows:
Appears in 1 contract
Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages 1.01(a) - Mortgaged Properties Schedule 1.1-C Commitments of Lenders 1.01(b) - Mortgage Modification Requirements Schedule 1.1-RI Refinanced Indebtedness 2.01 - [Reserved] Schedule 4.1 2.02 - Issuing Banks Schedule 3.01 - Jurisdictions of Organization Borrowers and Qualification to Transact Business Restricted Subsidiaries Schedule 4.14 3.08 - Subsidiaries Schedule 3.09 - Litigation Schedule 3.17 - Environmental Matters Schedule 3.18 - Insurance Schedule 3.19(a) - UCC Filing Offices Schedule 3.20(a) - Material Owned Real Property Schedule 3.20(b) - Material Leased Real Property Schedule 5.15 - Post-Closing Obligations Schedule 6.01 - Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 - Existing Liens Schedule 7.5 6.04(a) - Existing Contractual Restrictions EXHIBITS Investments Schedule 6.07 - Certain Transactions with Affiliates Exhibit A-1 A - Form of Assignment and Acceptance Exhibit B - Form of Affiliated Lender Assignment and Acceptance Exhibit C-1 - Form of Borrowing Request Exhibit C-2 - Form of Swing Line Borrowing Request Exhibit D-1 - Form of Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Loan Note Exhibit B-1 D-2 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Exhibit D - Notice Form of Revolving Borrowing Term Loan Note Exhibit E - Assignment Form of Interest Election Notice Exhibit F - Form of L/C Extension Notice Exhibit G - Form of Prepayment Notice Exhibit H - Form of Affiliate Subordination Agreement Exhibit I - Form of Guarantee and Acceptance THIS Collateral Agreement Exhibit J - Form of Compliance Certificate Exhibit K-1 - Form of U.S. Tax Compliance Certificate Exhibit K-2 - Form of U.S. Tax Compliance Certificate Exhibit K-3 - Form of U.S. Tax Compliance Certificate Exhibit K-4 - Form of U.S. Tax Compliance Certificate Exhibit L - Form of Perfection Certificate Exhibit M - Form of Mortgage Exhibit N - Form of Solvency Certificate Exhibit O - Form of Junior Lien Intercreditor Agreement Exhibit P - Form of Pari Passu Intercreditor Agreement Exhibit Q - Form of Secretary’s Certificate Exhibit R - Form of Closing Certificate AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28October 18, 20072018, by and among ENERGYSOUTHENVIVA INC. (f/k/a Enviva Partners, INC.LP), a Delaware corporation (the “Parent Administrative Borrower”), BAY GAS STORAGE COMPANYfrom and after the Fifth Amendment Effective Date, LTD.ENVIVA, an Alabama LP, a limited partnership formed under the laws of Delaware (as the “Subsidiary Borrower”, and together with the Parent Administrative Borrower, the “Borrowers” and each individually, a “Borrower”), the several banks Lenders (such term and each other financial institutions and lenders from time to time party hereto capitalized term used but not defined in this introductory statement having the meaning given it in Article I), the Issuing Banks, BARCLAYS BANK PLC (the “LendersBarclays”), REGIONS BANK, in its capacity as administrative agent for the Lenders (in such capacity, including any successor thereto in such capacity, the “Administrative Agent”)) and Barclays, as collateral agent (in such capacity, including any successor thereto in such capacity, the “Collateral Agent”) for the Lenders. On the Original Closing Date, (i) the Administrative Borrower requested the Lenders to extend credit in the form of (a) term loans on the Original Closing Date in an aggregate principal amount of $174,500,000, and (b) Revolving Loans at any time and from time to time prior to the Revolving Credit Maturity Date in an aggregate principal amount at any time outstanding (when taken together with the face amount of Letters of Credit and Swing Line Loans then outstanding) not in excess of $25,000,000 and (ii) the Administrative Borrower, the Administrative Agent and Collateral Agent and certain lenders and issuing bank banks entered into that certain Credit Agreement, dated as of April 9, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Fourth Amendment Date, the “Original Credit Agreement”; the Original Credit Agreement, as amended and restated pursuant to the Fourth Amendment, the “Fourth Amended Credit Agreement”). On the Fourth Amendment Effective Date, subject to the terms and conditions of the Fourth Amendment and in accordance with the Original Credit Agreement, the parties to the Fourth Amendment amended and restated the Original Credit Agreement in the form of the Fourth Amended Credit Agreement. On the Fourth Amendment Effective Date, the Administrative Borrower requested that the Lenders extend credit to the Administrative Borrower in the form of Revolving Loans at any time and from time to time prior to the Revolving Credit Maturity Date in an aggregate principal amount at any time outstanding (when taken together with the face amount of Letters of Credit and Swing Line Loans then outstanding) not in excess of $350,000,000. On the Fifth Amendment Effective Date, subject to the terms and conditions of the Fifth Amendment, and in accordance with the Fourth Amended Credit Agreement, the parties to the Fifth Amendment amended the Fourth Amended Credit Agreement to (i) add Enviva, LP as the Subsidiary Borrower and (ii) effect certain other changes thereto (the Fourth Amended Credit Agreement, as amended pursuant to the Fifth Amendment, the “Issuing BankExisting Credit Agreement”). On the Sixth Amendment Effective Date, subject to the terms and conditions of the Sixth Amendment, and in accordance with the Existing Credit Agreement, the parties to the Sixth Amendment have agreed to amend the Existing Credit Agreement to read as swingline lender (set forth herein and it has been agreed by such parties that all references to the “Swingline Lender”)Credit Agreement” in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. As of the Sixth Amendment Effective Date, SUNTRUST BANKthe Borrowers have requested that certain Lenders extend credit in the form of Revolving Loans at any time and from time to time prior to the Revolving Credit Maturity Date in an aggregate principal amount at any time outstanding (when taken together with the face amount of Letters of Credit and Swing Line Loans then outstanding) not in excess of $525,000,000. The proceeds of the Loans and Letters of Credit may be used on or after the Sixth Amendment Effective Date (i) to refinance existing Indebtedness of the Borrowers outstanding under the Existing Credit Agreement immediately prior to giving effect to the Sixth Amendment, (ii) to pay fees and expenses incurred in connection with the Sixth Amendment and the transactions contemplated thereby, (iii) to provide for ongoing working capital requirements of the Borrowers and their Subsidiaries and (iv) for general corporate purposes, including distributions, of the Borrowers and their Subsidiaries. The proceeds of the Incremental Loans are to be used for ongoing working capital requirements of the Borrowers and their Subsidiaries and other general corporate purposes. On the Tenth Amendment Effective Date, subject to the terms and conditions of the Tenth Amendment, and in accordance with the Existing Credit Agreement, the parties to the Tenth Amendment have agreed to amend the Existing Credit Agreement to read as set forth herein and it has been agreed by such parties that all references to the “Credit Agreement” in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof. Each Borrower and each other Loan Party has secured all of the Obligations under the Loan Documents by granting to the Collateral Agent, for the benefit of the Secured Parties, a security interest in and Lien upon substantially all of the property of the Borrowers and the other Loan Parties, subject to the limitations described herein and in the Security Documents. The Lenders are willing to extend such credit to the Borrowers, and the Issuing Banks are willing to issue Letters of Credit for the account of the Borrowers, in its capacity each case on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation Agent”).follows:
Appears in 1 contract
Sources: Credit Agreement (Enviva Inc.)
Schedules. Schedule 1.1-A Applicable Margins I - Commitments and Applicable Percentages Lending Offices Schedule 1.1II - Borrowing Base Assets Schedule III - Subsidiary Guarantor Requirements - SPE Provisions Schedule IV - Subsidiary Guarantor Requirements - UCC Article 8 Opt-C Commitments of Lenders In Provisions Schedule 1.1-RI Refinanced Indebtedness V - Approved Managers Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing 4.01(b) - Subsidiaries Schedule 7.2 4.01(f) - Material Litigation Schedule 4.01(n) - Existing Debt Schedule 4.01(o) - Existing Liens Schedule 7.5 Existing Contractual Restrictions 4.01(p) - Real Property Part I - Owned Assets Part II - Leased Assets Part III - Management Agreements Part IV - Franchise Agreements Schedule 4.01(q) - Environmental Concerns Schedule 4.01(w) Plans and Welfare Plans Schedule 4.01(x) - PIP Credit EXHIBITS Exhibit A-1 A - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Form of Note Exhibit B-1 B - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Form of Notice of Borrowing Exhibit C - Pledge Agreement Form of Guaranty Supplement Exhibit D - Notice Form of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS AMENDED AND RESTATED Exhibit E-1 - Form of Opinion of Kleinberg, Kaplan, W▇▇▇▇ & C▇▇▇▇, P.C. Exhibit E-2 - Form of Opinion of Hunton & W▇▇▇▇▇▇▇ LLP Exhibit E-3 - Form of Opinion of V▇▇▇▇▇▇ LLP Exhibit E-4 - Form of Opinion of H▇▇▇▇, ▇▇▇▇▇ & A▇▇▇▇▇, LLP Exhibit E-5 - Form of Opinion of Local Counsel for the Loan Parties Exhibit F - Form of Security Agreement Exhibit G - Form of Mortgage Exhibit H - Form of Assignment of Leases Exhibit I - Form of Borrowing Base Certificate Exhibit J - Form of Franchisor Comfort Letter Exhibit K - Form of Cash Management Agreement Exhibit L - Form of Operating Lease Subordination Agreement Exhibit M - Form of Section 2.12(e) U.S. Tax Compliance Certificate Exhibit N - Form of Consent and Subordination of Management Agreement CREDIT AGREEMENT dated as of April 29, 2011 (this “Agreement”) is made and entered into as of November 28among SUMMIT HOTEL OP, 2007LP, by and among ENERGYSOUTHa Delaware limited partnership (the “Borrower”), SUMMIT HOTEL PROPERTIES, INC., a Delaware Maryland corporation (the “Parent BorrowerGuarantor”), BAY GAS STORAGE COMPANYthe entities listed on the signature pages hereof as the subsidiary guarantors (together with any Additional Guarantors (as hereinafter defined) acceding hereto pursuant to Section 5.01(j) or 7.05, LTD., an Alabama limited partnership (the “Subsidiary Borrower”Guarantors” and, and together with the Parent BorrowerGuarantor, the “BorrowersGuarantors”), the several banks and other banks, financial institutions and other institutional lenders from time to time party hereto listed on the signature pages hereof as the initial lenders (the “Initial Lenders”), REGIONS BANKthe Swing Line Bank (as hereinafter defined), in its capacity DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as the initial issuer of Letters of Credit (as hereinafter defined) (the “Initial Issuing Bank”), DBNY, as administrative agent for the Lenders (together with any successor administrative agent appointed pursuant to Article VIII, the “Administrative Agent”) for the Lender Parties (as hereinafter defined) and the Secured Parties (as hereinafter defined), RBC CAPITAL MARKETS and KEYBANK NATIONAL ASSOCIATION, as syndication agents, REGIONS BANK, as documentation agent, and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as issuing bank sole lead arranger and book-running manager (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANK, N.A., in its capacity as documentation agent for the Lenders (the “Documentation AgentArranger”).
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Schedules. Schedule 1.1-A Applicable Margins and Applicable Percentages 2.01 -- Revolving Commitments Schedule 1.1-C Commitments 3.05(b) -- Intellectual Property Schedule 3.05(c) -- Real Property Schedule 3.05(d) -- Real Property Purchase Rights Schedule 3.06 -- Disclosed Matters Schedule 3.12 -- Subsidiaries Schedule 3.13 -- Insurance Schedule 5.14 -- Perfection of Lenders Certain Liens Schedule 1.1-RI Refinanced Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 6.01 -- Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 6.02 -- Existing Liens Schedule 7.5 6.04 -- Existing Contractual Investments Schedule 6.10 -- Existing Restrictions EXHIBITS EXHIBITS: Exhibit A-1 - Revolving Credit Note (Parent Borrower) Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Exhibit A-3 - Swingline Note Exhibit B-1 - Parent Guarantee Exhibit B-2 - Subsidiary Guarantee Exhibit C - Pledge Agreement Exhibit D - Notice A — Form of Revolving Borrowing Exhibit E - Assignment and Acceptance THIS Exhibit B — Form of Guarantee and Collateral Agreement Exhibit C — Form of Solvency Certificate AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into dated as of November 28February 20, 2007, by and 2015 among ENERGYSOUTHAMERICAN MEDIA, INC., a Delaware corporation . (the “Parent Borrower”), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders from time to time LENDERS party hereto (the “Lenders”), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”)hereto, and JPMORGAN CHASE BANK, N.A. (“JPMBC”), as Administrative Agent. The Borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., in its capacity as documentation administrative agent for the Lenders lenders thereunder are party to a Credit Agreement, dated as of December 22, 2010, as amended, modified or supplemented to the date hereof (as so amended, modified, or supplemented, the “Original Credit Agreement”), pursuant to which the lenders thereunder have made loans and advances to the Borrower secured by a Lien on the Collateral. The Borrower, the lenders and JPMCB wish to amend and restate the Original Credit Agreement to continue to make the Loans and to further secure the payment and performance of the Obli- gations by continuing to pledge and grant, a security interest on the Collateral as security for the Obliga- tions. Pursuant to the Amendment and Restatement Agreement dated as of February 20, 2015 (the “Documentation AgentAmendment Agreement”)., among the Borrower, the Lenders party thereto and JPMCB and upon satisfaction of the condition contained therein, the Original Credit Agreement shall be deemed to be amended and restated and replaced in its entirety, by this Agreement. The parties agree as follows:
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Schedules. Schedule 1.1-A Applicable Margins 1.01A - Refinanced Agreements Schedule 1.01B - Identified Capital Expenditures Schedule 1.01C - Project Subsidiaries Schedule 1.01D - Scheduled Capital Expenditures Schedule 1.01E - Synthetic Lease Obligations Schedule 2.01 Lenders and Applicable Percentages Commitments Schedule 1.1-C Commitments 2.05 - Existing Letters of Lenders Credit Schedule 1.1-RI Refinanced 4.01(i) - Mortgaged Properties Schedule 5.03 - Required Consents, Authorizations, Notices and Filings Schedule 5.05 - Certain Liabilities Schedule 5.06 - Litigation Schedule 5.12 - ERISA Schedule 5.13 - Subsidiaries Schedule 5.16 - Compliance with Law Schedule 5.17 - Intellectual Property Schedule 5.20 - Mortgage Recordings Schedule 7.01 - Indebtedness Schedule 4.1 Jurisdictions of Organization and Qualification to Transact Business Schedule 4.14 Existing Indebtedness Schedule 4.15 Existing Subsidiaries Schedule 7.2 7.02 - Existing Liens Schedule 7.5 7.06 - Existing Contractual Restrictions EXHIBITS Investments Schedule 7.09 - Transactions with Affiliates Schedule 10.02 Administrative Agent's Office, Certain Addresses for Notices EXHIBITS: Exhibit A-1 - Revolving Credit Note (Parent Borrower) Form of Notice of Borrowing Exhibit A-2 - Revolving Credit Note (Subsidiary Borrower) Form of Notice of Extension/Conversion Exhibit A-3 - Swingline Note Form of Letter of Credit Request Exhibit A-4 - Form of Swing Line Loan Request Exhibit B-1 - Parent Guarantee Form of Revolving Note Exhibit B-2 - Subsidiary Guarantee Form of Term B Closing Date Note Exhibit B-3 - Form of Term B Delayed Draw Note Exhibit B-4 - Form of Swing Line Note Exhibit C - Form of Assignment and Assumption Exhibit D Form of Compliance Certificate Exhibit E - Form of Opinion of Special Local Counsel for the Company and the Other Loan Parties (Real Property Collateral) Table of Contents (cont.) PAGE Exhibit F - Form of Subsidiary Guaranty Exhibit G-1 - Form of Security Agreement Exhibit G-2 Form of Pledge Agreement Exhibit D G-3 - Notice Form of Revolving Borrowing Perfection Certificate Exhibit E G-4 - Assignment and Acceptance THIS AMENDED AND RESTATED Form of Mortgage Exhibit H - Form of Intercompany Note Exhibit I - Form of Intercompany Note Subordination Provisions Exhibit J - Form of Loan Party Accession Agreement Exhibit K - Form of OFAC/Anti-Terrorism Compliance Certificate Exhibit L - Form of Solvency Certificate CREDIT AGREEMENT This Credit Agreement (this “Agreement”"AGREEMENT") is made and entered into as of November 28April 29, 2007, by and 2005 among ENERGYSOUTHSYNAGRO TECHNOLOGIES, INC., a Delaware corporation (the “Parent Borrower”"COMPANY), BAY GAS STORAGE COMPANY, LTD., an Alabama limited partnership (the “Subsidiary Borrower”, and together with the Parent Borrower, the “Borrowers”), the several banks and other financial institutions and lenders each lender from time to time party hereto (collectively, the “Lenders”"LENDERS" and individually, a "LENDER"), REGIONS BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”), and as swingline lender (the “Swingline Lender”), SUNTRUST BANK, in its capacity as syndication agent for the Lenders (the “Syndication Agent”), and JPMORGAN CHASE BANKBANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, ▇▇▇▇▇▇ COMMERCIAL PAPER INC., as Syndication Agent, and CIBC WORLD MARKETS CORP., as Documentation Agent. The Company has requested the Lenders to provide credit facilities to the Company in its capacity the aggregate principal amount of $305,000,000, subject to increase as documentation agent provided herein, for the purposes described herein. The Lenders (are willing to make the “Documentation Agent”).requested credit facilities available on the terms and conditions set forth herein. Accordingly, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
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