AGENTS AND LENDERS. GENERAL ELECTRIC CAPITAL CORPORATION, as US Agent and as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Duly Authorized Signatory GE CANADA FINANCE HOLDING COMPANY, as Canadian Agent and as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Duly Authorized Signatory BANK OF MONTREAL, as a US Lender and as a Canadian Lender By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President EXHIBIT A Revised form of Compliance Certificate See attached. EXHIBIT 4.2(b) COMPLIANCE CERTIFICATE THERMON INDUSTRIES, INC., as the US Borrower THERMON CANADA INC., as the Canadian Borrower Date: , 201 This Compliance Certificate (this “Certificate”) is given by Xxxxxxx Holding Corp., a Delaware corporation (“Holdings”), pursuant to subsection 4.2(b) of that certain Credit Agreement dated as of April 30, 2010 by and among Thermon Industries, Inc., a Texas corporation (the “US Borrower”), and Thermon Canada Inc., a Nova Scotia company (the “Canadian Borrower”; the US Borrower and the Canadian Borrower are referred to herein each individually as a “Borrower” and together as the “Borrowers”), Holdings, as a Credit Party, the other Credit Parties party thereto, General Electric Capital Corporation, as administrative agent (in such capacity, “US Agent”) for the financial institutions from time to time party to the Credit Agreement described herein with a US Revolving Loan Commitment (as defined in the Credit Agreement described herein) (the “US Lenders”), the US Lenders, GE Canada Holding Finance Company, a Nova Scotia unlimited liability company, as administrative agent (in such capacity, “Canadian Agent”) for the financial institutions from time to time party to the Credit Agreement described herein with a Canadian Revolving Loan Commitment (as defined in the Credit Agreement described herein) (the “Canadian Lenders”), and the Canadian Lenders party thereto (as such agreement may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement. The officer executing this Certificate is a Responsible Officer of Holdings and as such is duly authorized to execute and deliver this Certificate on behalf of Holdings and the Borrowers. By executing this Certificate, such officer hereby certifies to Agents, the Lenders and L/C Issuers, on behalf of Holdings, that:
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AGENTS AND LENDERS. GENERAL ELECTRIC CAPITAL CORPORATIONTHE BANK OF NOVA SCOTIA, as US Agent Administrative Agent, Issuing Lender and as a Lender By: /s/ Xxxx Xxxxxxx Dxxxx Xxxxx Name: Xxxx Xxxxxxx Dxxxx Xxxxx Title: Duly Authorized Signatory GE CANADA FINANCE HOLDING COMPANYDirector, Paper For Forest Products /s/ Mxxx Nomaghan Mxxx Xxxxxxxx Associate [Credit Agreement — Bowater Canadian Forest Products Inc.] WACHOVIA BANK, NATIONAL ASSOCIATION, as Canadian Documentation Agent and as a Lender By: /s/ Xxxxxxx Xxxx Sxxxx Xxxxx Name: Xxxxxxx Xxxx Sxxxx Xxxxx Title: Duly Authorized Signatory Vice President [Credit Agreement — Bowater Canadian Forest Products Inc.] BANK OF MONTREAL, as a US Swingline Lender and as a Canadian Lender By: /s/ Xxx Bxxxx Xxxxx Name: Xxx Bxxxx Xxxxx Title: Vice President KEYBANK NATIONAL ASSOCIATIONDirector [Credit Agreement — Bowater Canadian Forest Products Inc.] THE TORONTO DOMINION BANK, as a Lender By: /s/ Xxxx Xxxxxxx Parin Karnj Name: Xxxx Xxxxxxx Parn Karnj Title: Vice President EXHIBIT Manager [Credit Agreement — Bowater Canadian Forest Products Inc.] Annex A Revised form of Compliance Certificate See attached. EXHIBIT 4.2(b) COMPLIANCE CERTIFICATE THERMON INDUSTRIESLENDER AUTHORIZATION Bowater Canadian Forest Products Inc. Credit Agreement May ___, INC.2000 Xxx Xxxx xx Xxxx Xxxxxx 40 Xxxx Xxxxxx Xxxx Xxxxxx Plaza, as the US Borrower THERMON CANADA INC.62nd Floor Toronto, as the Canadian Borrower DateOntario M5W 2X6 Attention: , 201 This Compliance Certificate (this “Certificate”) is given by Xxxxxxx Holding Corp., a Delaware corporation (“Holdings”), pursuant to subsection 4.2(b) of that certain Corporate Banking Loan Syndication Re: Credit Agreement dated as of April 30May 31, 2010 2006 (as amended, the “Credit Agreement”) by and among Thermon Industries, Bowater Canadian Forest Products Inc., a Texas corporation as borrower (the “US Borrower”), and Thermon Canada Inc.Bowater Incorporated, a Nova Scotia company as guarantor (the “Canadian U.S. Borrower”; the US Borrower and the Canadian Borrower are referred to herein each individually as a “Borrower” and together as the “Borrowers”), Holdings, as a Credit Party, the other Credit Parties banks and financial institutions party thereto, General Electric Capital Corporationas lenders (the “Lenders”), and The Bank of Nova Scotia, as administrative agent (in such capacity, the “US Administrative Agent”) for This Authorization acknowledges our receipt and review of the execution copy of Credit Agreement in the form posted on SyndTrak Online. By executing this Authorization, we hereby approve the Credit Agreement and authorize the Administrative Agent to execute and deliver the Credit Agreement on our behalf. Each financial institutions from time to time institution executing this Authorization agrees or reaffirms that it shall be a party to the Credit Agreement described herein with a US Revolving and the other Loan Commitment Documents (as defined in the Credit Agreement described hereinAgreement) (to which Lenders are parties and shall have the “US Lenders”), the US Lenders, GE Canada Holding Finance Company, rights and obligations of a Nova Scotia unlimited liability company, as administrative agent (in such capacity, “Canadian Agent”) for the financial institutions from time to time party to the Credit Agreement described herein with a Canadian Revolving Loan Commitment Lender (as defined in the Credit Agreement described herein) (the “Canadian Lenders”Agreement), and agrees to be bound by the Canadian Lenders party thereto (as terms and provisions applicable to a “Lender”, under each such agreement may be amendedagreement. In furtherance of the foregoing, restated, supplemented or otherwise modified from time each financial institution executing this Authorization agrees to time, execute any additional documents reasonably requested by the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in Administrative Agent to evidence such financial institution’s rights and obligations under the Credit Agreement. The officer executing this Certificate is a Responsible Officer [Insert name of Holdings and as such is duly authorized to execute and deliver this Certificate on behalf of Holdings and the Borrowers. By executing this Certificate, such officer hereby certifies to Agents, the Lenders and L/C Issuers, on behalf of Holdings, thatapplicable financial institution] By: Name: Title:
Appears in 1 contract
Samples: Credit Agreement (Bowater Inc)
AGENTS AND LENDERS. GENERAL ELECTRIC CAPITAL CORPORATIONXXXXX FARGO BANK, NATIONAL ASSOCIATION, as US Administrative Agent and as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Duly Authorized Signatory GE CANADA FINANCE HOLDING COMPANY, as Canadian Agent and as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Duly Authorized Signatory BANK OF MONTREAL, as a US Lender and as a Canadian Lender By: /s/ Xxx Xxxxx X. Xxxxx Name: Xxx Xxxxx X. Xxxxx Title: Vice President KEYBANK NATIONAL ASSOCIATIONNorth Atlantic Trading Company, Inc. Revolving Credit Agreement EXHIBIT B to Revolving Credit Agreement [FORM OF] LIBOR NOTICE Xxxxx Fargo Bank, National Association, as a Lender ByAdministrative Agent under the below referenced Credit Agreement 0000 Xxxxxxxxx Xxxx NE, 16th Floor Atlanta, GA 30328 Ladies and Gentlemen: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President EXHIBIT A Revised form of Compliance Certificate See attached. EXHIBIT 4.2(b) COMPLIANCE CERTIFICATE THERMON INDUSTRIES, INC., as the US Borrower THERMON CANADA INC., as the Canadian Borrower Date: , 201 This Compliance Certificate (this “Certificate”) Reference hereby is given by Xxxxxxx Holding Corp., a Delaware corporation (“Holdings”), pursuant made to subsection 4.2(b) of that certain Revolving Credit Agreement dated as of April 30January 13, 2010 by and among Thermon Industries, Inc., a Texas corporation (the “US Borrower”), and Thermon Canada Inc., a Nova Scotia company (the “Canadian Borrower”; the US Borrower and the Canadian Borrower are referred to herein each individually as a “Borrower” and together as the “Borrowers”), Holdings, as a Credit Party, the other Credit Parties party thereto, General Electric Capital Corporation, as administrative agent (in such capacity, “US Agent”) for the financial institutions from time to time party to the Credit Agreement described herein with a US Revolving Loan Commitment 2014 (as defined in the Credit Agreement described herein) (the “US Lenders”), the US Lenders, GE Canada Holding Finance Company, a Nova Scotia unlimited liability company, as administrative agent (in such capacity, “Canadian Agent”) for the financial institutions from time to time party to the Credit Agreement described herein with a Canadian Revolving Loan Commitment (as defined in the Credit Agreement described herein) (the “Canadian Lenders”), and the Canadian Lenders party thereto (as such agreement may be amended, restated, supplemented supplemented, or otherwise modified from time to time, the “Credit Agreement”) by and among NATC HOLDING COMPANY, INC., as holdings (“Holdings”), NORTH ATLANTIC TRADING COMPANY, INC., as borrower (“Borrower”), the lenders party thereto as “Lenders”, and Xxxxx Fargo Bank, National Association, a national banking association (“Xxxxx Fargo”), as administrative agent for each of the Secured Parties (as defined in the Credit Agreement) (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”). Capitalized terms used herein without definition and not otherwise defined herein shall have the meanings set forth ascribed to them in the Credit Agreement. The officer executing this Certificate This LIBOR Notice represents Borrower’s request to elect the LIBOR Option with respect to outstanding Revolving Loans in the amount of $________ (the “LIBOR Rate Advance”)[, and is a Responsible Officer written confirmation of Holdings and the telephonic notice of such election given to Administrative Agent]. The LIBOR Rate Advance will have an Interest Period of [1, 2, 3, or 6] month(s) commencing on _____________________. This LIBOR Notice further confirms Borrower’s acceptance, for purposes of determining the rate of interest based on the LIBOR Rate under the Credit Agreement, of the LIBOR Rate as such is duly authorized determined pursuant to execute and deliver this Certificate on behalf of Holdings and the BorrowersCredit Agreement. Dated: NORTH ATLANTIC TRADING COMPANY, INC., a Delaware corporation, as Borrower By executing this CertificateName: Title: Acknowledged by: XXXXX FARGO BANK, such officer hereby certifies NATIONAL ASSOCIATION, a national banking association, as Administrative Agent By: Name: Title: EXHIBIT C to Agents, the Lenders and L/C IssuersRevolving Credit Agreement [FORM] OF BORROWING BASE CERTIFICATE [To be attached] EXHIBIT F to Revolving Credit Agreement [FORM OF] OFFICER’S COMPLIANCE CERTIFICATE Dated as of: _____________ The undersigned1, on behalf of HoldingsNorth Atlantic Trading Company, thatInc., a Delaware corporation (the “Borrower”), hereby certifies to the Administrative Agent and the Lenders, each as defined in the Credit Agreement referred to below, as follows:
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Samples: Patent Security Agreement (Turning Point Brands, Inc.)
AGENTS AND LENDERS. GENERAL ELECTRIC CAPITAL CORPORATION, as US Agent and as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Duly Authorized Signatory GE CANADA FINANCE HOLDING COMPANY, as Canadian Agent and as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Duly Authorized Signatory BANK OF MONTREAL, as a US Lender and as a Canadian Lender By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President Consent and Second Amendment to Credit Agreement EXHIBIT A Revised form of Compliance Certificate See attached. EXHIBIT 4.2(b) COMPLIANCE CERTIFICATE THERMON INDUSTRIES, INC., as the US Borrower THERMON CANADA INC., as the Canadian Borrower Date: , 201 This Compliance Certificate (this “Certificate”) is given by Xxxxxxx Holding Corp., a Delaware corporation (“Holdings”), pursuant to subsection 4.2(b) of that certain Credit Agreement dated as of April 30, 2010 by and among Thermon Industries, Inc., a Texas corporation (the “US Borrower”), and Thermon Canada Inc., a Nova Scotia company (the “Canadian Borrower”; the US Borrower and the Canadian Borrower are referred to herein each individually as a “Borrower” and together as the “Borrowers”), Holdings, as a Credit Party, the other Credit Parties party thereto, General Electric Capital Corporation, as administrative agent (in such capacity, “US Agent”) for the financial institutions from time to time party to the Credit Agreement described herein with a US Revolving Loan Commitment (as defined in the Credit Agreement described herein) (the “US Lenders”), the US Lenders, GE Canada Holding Finance Company, a Nova Scotia unlimited liability company, as administrative agent (in such capacity, “Canadian Agent”) for the financial institutions from time to time party to the Credit Agreement described herein with a Canadian Revolving Loan Commitment (as defined in the Credit Agreement described herein) (the “Canadian Lenders”), and the Canadian Lenders party thereto (as such agreement may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement. The officer executing this Certificate is a Responsible Officer of Holdings and as such is duly authorized to execute and deliver this Certificate on behalf of Holdings and the Borrowers. By executing this Certificate, such officer hereby certifies to Agents, the Lenders and L/C Issuers, on behalf of Holdings, that:
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AGENTS AND LENDERS. GENERAL ELECTRIC CAPITAL CORPORATIONFIFTH THIRD BANK, an Ohio banking corporation, as US Agent Administrative Agent, an L/C Issuer, Swing Line Lender and as a Lender By: /s/ Xxxx Xxxxxxx Xxxxxxxxx X. XxXxxx Name: Xxxx Xxxxxxx Title: Duly Authorized Signatory GE CANADA FINANCE HOLDING COMPANY, as Canadian Agent and as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Duly Authorized Signatory BANK OF MONTREAL, as a US Lender and as a Canadian Lender By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Xxxxxxxxx X. XxXxxx Title: Vice President KEYBANK NATIONAL ASSOCIATIONRBS BUSINESS CAPITAL, as a Lender division of RBS Asset Finance, Inc., a subsidiary of RBS Citizens, N.A. By: /s/ Xxxx Xxxxxxx Xxxxxxxx X. XxXxxxx Xx. Name: Xxxx Xxxxxxx Xxxxxxxx X. XxXxxxx Xx. Title: Vice President EXHIBIT A Revised form ACKNOWLEDGMENT Reference is hereby made to (a) the foregoing Second Amendment to Credit Agreement dated as of Compliance Certificate See attached. EXHIBIT 4.2(bJuly 1, 2011 (the “Amendment”) COMPLIANCE CERTIFICATE THERMON INDUSTRIES, by and among APPLETON PAPERS INC., as a Delaware corporation (the US Borrower THERMON CANADA INC“Borrower”), PAPERWEIGHT DEVELOPMENT CORP., as the Canadian Borrower Date: , 201 This Compliance Certificate (this “Certificate”) is given by Xxxxxxx Holding Corp., a Delaware Wisconsin corporation (“Holdings”), pursuant to subsection 4.2(b) of that certain Credit Agreement dated as of April 30FIFTH THIRD BANK, 2010 by and among Thermon Industries, Inc., a Texas corporation (the “US Borrower”), and Thermon Canada Inc., a Nova Scotia company (the “Canadian Borrower”; the US Borrower and the Canadian Borrower are referred to herein each individually as a “Borrower” and together as the “Borrowers”), Holdingsan Ohio banking corporation, as a Credit PartySwing Line Lender, the other Credit Parties party thereto, General Electric Capital Corporation, as administrative agent an L/C Issuer and Administrative Agent (in such capacity, the “US Administrative Agent”) for the certain financial institutions from time to time party to the Credit Agreement described herein with referred to below (each a US Revolving Loan Commitment (as defined in the Credit Agreement described herein) (“Lender” and collectively the “US Lenders”), the US Lenders, GE Canada Holding Finance Company, a Nova Scotia unlimited liability company, as administrative agent (in such capacity, “Canadian Agent”) for the financial institutions from time to time party to the Credit Agreement described herein with a Canadian Revolving Loan Commitment (as defined in the Credit Agreement described herein) (the “Canadian Lenders”), and the Canadian Lenders party thereto such Lenders, and (b) that certain Guarantee and Collateral Agreement dated as of February 8, 2010 (as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Guaranty Agreement”), executed and delivered by APPLETON PAPERS CANADA LTD., a corporation formed under the laws of the Province of Ontario (“Guarantor”), in favor of Administrative Agent. Capitalized terms used and not defined herein without definition shall have the respective meanings set forth ascribed to them in the Credit Agreement referred to in the Amendment. Guarantor hereby (a) acknowledges receipt of a copy of the Amendment, and (b) agrees that its respective Guarantee Agreement remains in full in force and effect with respect to such Guarantor and that the terms and provisions of the Amendment do not modify or otherwise affect in any way any of such Guarantor’s obligations and liabilities under its respective Guarantee Agreement. The officer executing this Certificate is a Responsible Officer , all of Holdings which obligations and as such is duly authorized to execute liabilities are hereby ratified, confirmed and deliver this Certificate on behalf of Holdings and the Borrowers. By executing this Certificate, such officer hereby certifies to Agents, the Lenders and L/C Issuers, on behalf of Holdings, that:reaffirmed.
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AGENTS AND LENDERS. GENERAL ELECTRIC CAPITAL CORPORATIONTHE BANK OF NOVA SCOTIA, as US Agent Administrative Agent, Issuing Lender and as a Lender By: /s/ Xxxx Xxxxxxx Xxxxx Xxxxx Name: Xxxx Xxxxxxx Xxxxx Xxxxx Title: Duly Authorized Signatory GE CANADA FINANCE HOLDING COMPANYDirector, Paper For Forest Products /s/ Xxxx Nomaghan Xxxx Xxxxxxxx Associate [Credit Agreement — Bowater Canadian Forest Products Inc.] WACHOVIA BANK, NATIONAL ASSOCIATION, as Canadian Documentation Agent and as a Lender By: /s/ Xxxxxxx Xxxx Xxxxx Xxxxx Name: Xxxxxxx Xxxx Xxxxx Xxxxx Title: Duly Authorized Signatory Vice President [Credit Agreement — Bowater Canadian Forest Products Inc.] BANK OF MONTREAL, as a US Swingline Lender and as a Canadian Lender By: /s/ Xxx Xxxxx Xxxxx Name: Xxx Xxxxx Xxxxx Title: Vice President KEYBANK NATIONAL ASSOCIATIONDirector [Credit Agreement — Bowater Canadian Forest Products Inc.] THE TORONTO DOMINION BANK, as a Lender By: /s/ Xxxx Xxxxxxx Parin Karnj Name: Xxxx Xxxxxxx Parn Karnj Title: Vice President Manager [Credit Agreement — Bowater Canadian Forest Products Inc.] Annex A LENDER AUTHORIZATION Bowater Canadian Forest Products Inc. Credit Agreement May ___, 0000 Xxx Xxxx xx Xxxx Xxxxxx 00 Xxxx Xxxxxx Xxxx Xxxxxx Plaza, 62nd Floor Toronto, Ontario M5W 2X6 Attention: Corporate Banking Loan Syndication Re: Credit Agreement dated as of May 31, 2006 (as amended, the "Credit Agreement") by and among Bowater Canadian Forest Products Inc., as borrower (the "Borrower"), Bowater Incorporated, as guarantor (the "U.S. Borrower"), the banks and financial institutions party thereto, as lenders (the "Lenders"), and The Bank of Nova Scotia, as administrative agent (the "Administrative Agent") This Authorization acknowledges our receipt and review of the execution copy of Credit Agreement in the form posted on SyndTrak Online. By executing this Authorization, we hereby approve the Credit Agreement and authorize the Administrative Agent to execute and deliver the Credit Agreement on our behalf. Each financial institution executing this Authorization agrees or reaffirms that it shall be a party to the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement) to which Lenders are parties and shall have the rights and obligations of a Lender (as defined in the Credit Agreement), and agrees to be bound by the terms and provisions applicable to a "Lender", under each such agreement. In furtherance of the foregoing, each financial institution executing this Authorization agrees to execute any additional documents reasonably requested by the Administrative Agent to evidence such financial institution's rights and obligations under the Credit Agreement. [Insert name of applicable financial institution] By: Name: Title: EXHIBIT A Revised form 10.34 EXHIBIT A-I to Credit Agreement dated as of Compliance Certificate See attached. EXHIBIT 4.2(bMay 31, 2006 by and among Bowater Canadian Forest Products Inc., as Borrower, Bowater Incorporated, as Guarantor the Lenders party thereto, as Lenders, The Bank of Nova Scotia As Administrative Agent and Issuing Lender, and Bank of Montreal, as Syndication Agent and Swingline Lender FORM OF REVOLVING CREDIT NOTE REVOLVING CREDIT NOTE $ (or any higher amount based on the Dollar Amount of Revolving Credit Loans denominated in Canadian Dollars made by the Lender to the Borrower) COMPLIANCE CERTIFICATE THERMON INDUSTRIES.200 FOR VALUE RECEIVED, the undersigned, BOWAER CANADIAN FOREST PRODUCTS INC., as the US Borrower THERMON CANADA INC., as the a Canadian Borrower Date: , 201 This Compliance Certificate (this “Certificate”) is given by Xxxxxxx Holding Corp., a Delaware corporation (the “HoldingsBorrower”), promises to pay to the order of (the “Lender”), at the place and times provided in the Credit Agreement referred to below, the principal sum of DOLLARS ($ ) (or any higher amount based on the Dollar Amount of any Revolving Credit Loans (other than made BA Loans) denominated in Canadian Dollars made by the Lender to the Borrower under this Revolving Credit Note) or, if less, the principal amount of all Revolving Credit Loans (other than BA Loans) made by the Lender from time to time pursuant to subsection 4.2(b) of that certain Credit Agreement dated as of April 30May 31, 2010 by and among Thermon Industries, Inc., a Texas corporation (the “US Borrower”), and Thermon Canada Inc., a Nova Scotia company (the “Canadian Borrower”; the US Borrower and the Canadian Borrower are referred to herein each individually as a “Borrower” and together as the “Borrowers”), Holdings, as a Credit Party, the other Credit Parties party thereto, General Electric Capital Corporation, as administrative agent (in such capacity, “US Agent”) for the financial institutions from time to time party to the Credit Agreement described herein with a US Revolving Loan Commitment 2006 (as defined in the Credit Agreement described herein) (the “US Lenders”), the US Lenders, GE Canada Holding Finance Company, a Nova Scotia unlimited liability company, as administrative agent (in such capacity, “Canadian Agent”) for the financial institutions from time to time party to the Credit Agreement described herein with a Canadian Revolving Loan Commitment (as defined in the Credit Agreement described herein) (the “Canadian Lenders”), and the Canadian Lenders party thereto (as such agreement may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)) by and among the Borrower, as Borrower, Bowater Incorporated, as Guarantor, the Lenders who are or may become a party thereto, as Lenders, the Bank of Nova Scotia, as Administrative Agent and Issuing Lender, and Bank of Montreal, as Syndication Agent and Swingline Lender. Capitalized terms used herein without definition and not defined herein shall have the meanings set forth assigned thereto in the Credit Agreement. The officer executing unpaid principal amount of this Certificate Revolving Credit Note from time to time outstanding is a Responsible Officer subject to mandatory repayment from time to time as provided in the Credit Agreement and shall bear interest as provided in Section 4.1 of Holdings the Credit Agreement. All payments of principal and as such interest on this Revolving Credit Note shall be payable in applicable permitted currency in immediately available funds to the account designated in the Credit Agreement. This Revolving Credit Note is duly authorized entitled to execute the benefits of, and deliver this Certificate on behalf of Holdings and the Borrowers. By executing this Certificate, such officer hereby certifies to Agentsevidences Obligations incurred under, the Lenders Credit Agreement, to which reference is made for a description of the security for this Revolving Credit Note and L/C Issuersfor a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Obligations evidenced by this Revolving Credit Note and on which such Obligations may be declared to be immediately due and payable. THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, on behalf AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. The Indebtedness evidenced by this Revolving Credit Note is senior in right of Holdingspayment to all Subordinated Indebtedness referred to in the Credit Agreement. The Borrower hereby waives all requirements as to diligence, that:presentment, demand of payment, protest and (except as required by the Credit Agreement) notice of any kind with respect to this Revolving Credit Note.
Appears in 1 contract
AGENTS AND LENDERS. GENERAL ELECTRIC CAPITAL CORPORATIONFIFTH THIRD BANK, an Ohio banking corporation, as US Agent Administrative Agent, an L/C Issuer, Swing Line Lender and as a Lender By: /s/ Xxxx Xxxxxxx Xxxxxxxxx X. XxXxxx Name: Xxxx Xxxxxxx Title: Duly Authorized Signatory GE CANADA FINANCE HOLDING COMPANY, as Canadian Agent and as a Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Duly Authorized Signatory BANK OF MONTREAL, as a US Lender and as a Canadian Lender By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Xxxxxxxxx X. XxXxxx Title: Vice President KEYBANK NATIONAL ASSOCIATIONACKNOWLEDGMENT Reference is hereby made to (a) the foregoing First Amendment to Credit Agreement dated as of August 27, as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President EXHIBIT A Revised form of Compliance Certificate See attached. EXHIBIT 4.2(b2010 (the “Amendment”) COMPLIANCE CERTIFICATE THERMON INDUSTRIES, by and among APPLETON PAPERS INC., as a Delaware corporation (the US Borrower THERMON CANADA INC“Borrower”), PAPERWEIGHT DEVELOPMENT CORP., as the Canadian Borrower Date: , 201 This Compliance Certificate (this “Certificate”) is given by Xxxxxxx Holding Corp., a Delaware Wisconsin corporation (“Holdings”), pursuant to subsection 4.2(b) of that certain Credit Agreement dated as of April 30FIFTH THIRD BANK, 2010 by and among Thermon Industries, Inc., a Texas corporation (the “US Borrower”), and Thermon Canada Inc., a Nova Scotia company (the “Canadian Borrower”; the US Borrower and the Canadian Borrower are referred to herein each individually as a “Borrower” and together as the “Borrowers”), Holdingsan Ohio banking corporation, as a Credit PartySwing Line Lender, the other Credit Parties party thereto, General Electric Capital Corporation, as administrative agent an L/C Issuer and Administrative Agent (in such capacity, the “US Administrative Agent”) for the certain financial institutions from time to time party to the Credit Agreement described herein with referred to below (each a US Revolving Loan Commitment (as defined in the Credit Agreement described herein) (“Lender” and collectively the “US Lenders”), the US Lenders, GE Canada Holding Finance Company, a Nova Scotia unlimited liability company, as administrative agent (in such capacity, “Canadian Agent”) for the financial institutions from time to time party to the Credit Agreement described herein with a Canadian Revolving Loan Commitment (as defined in the Credit Agreement described herein) (the “Canadian Lenders”), and the Canadian Lenders party thereto such Lenders, and (b) that certain Guarantee and Collateral Agreement dated as of February 8, 2010 (as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Guaranty Agreement”), executed and delivered by APPLETON PAPERS CANADA LTD., a corporation formed under the laws of the Province of Ontario (“Guarantor”), in favor of Administrative Agent. Capitalized terms used and not defined herein without definition shall have the respective meanings set forth ascribed to them in the Credit Agreement referred to in the Amendment. Guarantor hereby (a) acknowledges receipt of a copy of the Amendment, and (b) agrees that its respective Guarantee Agreement remains in full in force and effect with respect to such Guarantor and that the terms and provisions of the Amendment do not modify or otherwise affect in any way any of such Guarantor’s obligations and liabilities under its respective Guarantee Agreement. The officer executing this Certificate is a Responsible Officer , all of Holdings which obligations and as such is duly authorized to execute liabilities are hereby ratified, confirmed and deliver this Certificate on behalf of Holdings and the Borrowers. By executing this Certificate, such officer hereby certifies to Agents, the Lenders and L/C Issuers, on behalf of Holdings, that:reaffirmed.
Appears in 1 contract
