BORROWER AND GUARANTORS. THE XXXXXXX GROUP, INC. 0000 Xxxxxxxx Xxx Xxxxx, 00xx Xxxxx Xxxxx, Xxxxxxx 00000 Attention: Xxxxxx X. Xxxxxxx, Chief Financial Officer Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxxxxxxx.xxx Website: xxx.xxxxxxxxxxxxxxx.xxx With copies to: Xxxxx Lovells US LLP 000 Xxxxxxxxxx Xxxxxx XX Xxxxxxxxxx, XX 00000 Attention: Xxxx X. Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxx.xxxxxxx@xxxxxxxxxxxx.xxx and: Xxxxx Lovells US LLP 000 Xxxxxxxxxx Xxxxxx XX Xxxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxx.xxxxxx@xxxxxxxxxxxx.xxx LENDER: BANK OF AMERICA, N.A. Global Commercial Banking 000 Xxxxxxxx Xxxxxx, 0xx Xxxxx Mailcode: FL7-410-08-09 Xxxxx, Xxxxxxx 00000 Attention: Xxxxx Xxxxxxxxx, Senior Vice President Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxx.xxxxxxxxx@xxxx.xxx Schedule 1.01(a) LC ISSUER: BANK OF AMERICA, N.A. Letters of Credit 0 Xxxxx Xxx Xxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Xxxxxxx Xxxxxx Xx. Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxx.xxxxxx@xxxx.xxx Schedule 1.01(a) SCHEDULE 1.01(c)
BORROWER AND GUARANTORS. CHOICEPOINT SERVICES INC., as Borrower By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Treasurer CHOICEPOINT INC., as Parent By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Treasurer CHOICEPOINT ASSET COMPANY LLC, as Guarantor By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Treasurer INSURITY LLC, as Guarantor By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Treasurer CHOICEPOINT WORKPLACE SOLUTIONS INC., as Guarantor By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Treasurer C.L.U.E. INC., as Guarantor By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Treasurer CHOICEPOINT PUBLIC RECORDS INC., as Guarantor By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Treasurer NATIONAL SAFETY ALLIANCE, INCORPORATED, as Guarantor By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Treasurer NATIONAL DATA RETRIEVAL LLC, as Guarantor By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Treasurer VITAL CHEK NETWORK, INC., as Guarantor By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Treasurer CHOICEPOINT WORKPLACE SOLUTIONS OF MEMPHIS LLC, as Guarantor By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Treasurer ADMINISTRATIVE AGENT AND LENDERS: WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Director SUNTRUST BANK, as Syndication Agent and Lender By: /s/ J. Xxxxxxx Xxxxxx Name: J. Xxxxxxx Xxxxxx Title: Vice President BNP PARIBAS, as Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Director CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President By: /s/ Nupar Kumar Name: Nupar Kumar Title: Associate BANK OF AMERICA, N.A., as Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Principal REGIONS BANK, as Lender By: /s/ W. Xxxx Xxxxx Name: W. Xxxx Xxxxx Title: Vice President U.S. BANK NATIONAL ASSOCIATION, as Lender By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President XXXXX FARGO BANK NATIONAL ASSOCIATION, as Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President
BORROWER AND GUARANTORS. (a) Each Credit Party is jointly and severally liable for all debt, principal, interest, and other amounts owed to the Investor by Borrower pursuant to this Agreement, the Transaction Documents, or any other agreement, whether absolute or contingent, due or to become due, now existing or hereafter arising (the “Obligations”) and the Investor may proceed against any Credit Party (or all of them) to enforce the Obligations without waiving its right to proceed against any other party. This Agreement and the Notes are a primary and original obligation of the Credit Parties and shall remain in effect notwithstanding future changes in conditions, including any change of law or any invalidity or irregularity in the creation or acquisition of any Obligations or in the execution or delivery of any agreement between the Investor and any Credit Party. Each Credit Party shall be liable for existing and future Obligations as fully as if all of the funds advanced by the Investor hereunder were advanced to such Credit Party. The Investor may rely on any certificate or representation made by any Credit Party as made on behalf of, and binding on, the other parties hereto. Each Credit Party appoints each other Credit Party as its agent with all necessary power and authority to give and receive notices, certificates or demands for and on behalf of each Credit Party, to act as disbursing agent for receipt of any funds advanced by the Investor hereunder on behalf of each Credit Party. This authorization cannot be revoked, and the Investor need not inquire as to any Credit Party’s authority to act for or on behalf of another Credit Party.
BORROWER AND GUARANTORS. SPHERION CORPORATION By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Vice President Risk Management SPHERION ASSESSMENT INC. By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Vice President Risk Management SPHERION ATLANTIC ENTERPRISES LLC By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Vice President Risk Management SPHERION ATLANTIC RESOURCES LLC By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Vice President Risk Management SPHERION ATLANTIC WORKFORCE LLC By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Vice President Risk Management SPHERION (EUROPE) INC. By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Vice President Risk Management SPHERION FINANCIAL CORPORATION By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Vice President Risk Management SPHERION PACIFIC ENTERPRISES LLC By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Vice President Risk Management SPHERION PACIFIC RESOURCES LLC By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Vice President Risk Management SPHERION PACIFIC WORKFORCE LLC By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Vice President Risk Management SPHERION U.S. INC. By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Vice President Risk Management NORCROSS TELESERVICES L.P. By: Norcross Holdings, LLC, its general partner By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Vice President Risk Management XXXXXXX CORPORATION By: /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Vice President Risk Management AGENT AND COLLATERAL AGENT: BANK OF AMERICA, N.A., as the Agent By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President LENDERS: BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President JPMORGAN CHASE BANK, N.A. (formerly known as JPMORGAN CHASE BANK) By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Vice President STATE OF Georgia ) ) SS: COUNTY OF Xxxxxx ) AFFIDAVIT OF OUT-OF-STATE EXECUTION AND DELIVERY I, Xxxxx X. Xxxxxxxxxx, the undersigned affiant, being first duly sworn upon my oath, did hereby depose and say:
BORROWER AND GUARANTORS. Lender shall have received the following concerning Borrower and each Guarantor, in form and substance satisfactory to Lender: (i) a copy of each such person's bylaws certified to be true and complete by such person's Authorized Representative; (ii) a copy of each such person's articles of incorporation and any amendments, certified by the California Secretary of State; (iii) a recent good-standing certificate regarding each such person issued by the California Secretary of State; (iv) a certificate of each such person's Authorized Representative, including a copy of resolutions, indicating that each such person is authorized to execute and deliver the Loan Documents to which such person is a party and to perform its obligations under such Loan Documents; (v) a certificate with respect to the incumbency and signature of each such person's Authorized Representative; and (vi) such other documents as Lender shall reasonably request with respect to any such person's existence and authorization.
BORROWER AND GUARANTORS. The undersigned Borrower and Guarantors represent, warrant, and agree that (i) Guarantors consent to the modification of the Note as provided in the Agreement; (li) the guaranties executed by Guarantors in favor of Lender (the "Guaranties") continue in full force and effect; (iii) Borrower and Guarantors have no claims, offsets or defenses to their obligations under the Guaranties; (iv) the "Note" referred to in the Guaranties shall be hereinafter deemed to refer to the Note as modified by this Agreement; and (v) Guarantors affirm they have read and understood all the provisions of the Note and the documents related thereto, including but not limited to the financial covenants in the Business Loan Agreement. AVAILABILITY AND SUB-LIMITS. Notwithstanding anything to the contrary herein contained, in no event shall the aggregate outstanding balance of: 1. The aggregated outstanding balance of Sight and Usance Letters of Credit cannot exceed $3,000,000.00. 2. The aggregated outstanding balance of Standby Letters of Credit cannot exceed $1,000,000.00. 3. The aggregated outstanding balance of Working Capital Advances cannot exceed the lesser of (i) $40,000,000.00 or (ii) the Borrowing Base. 4. The aggregated outstanding balance of Banker's Acceptance cannot exceed $3,000,000.00. Each advance shall be paid within 90 days from the advance date. 5. The aggregated outstanding balance of Trust Receipt Advances cannot exceed $3,000,000.00. Each advance shall be paid within 90 days from the advance date. Payment of principal and interest shall be made at maturity. 6. The aggregated outstanding balance of Document Against Acceptance cannot exceed $3,000,000.00. Each advance shall be paid within 90 days from the advance date. Paymentof principal and interest shall be made at maturity. 7. The aggregated outstanding balance of Document Against Payment cannot exceed $3,000,000.00. Each advance shall be paid within 90 days from the advance date. Payment of principal and interest shall be made at maturity.
BORROWER AND GUARANTORS. As soon as practicable after request from the Administrative Agent (but not, unless an Event of Default shall have occurred and be continuing, more than once for the fiscal year ending December 31, 2002 and more than twice for each fiscal year thereafter), information concerning the combined EBITDA of the Guarantors and the combined revenues, assets and EBITDA of the issuers of pledged securities included in the Collateral.
BORROWER AND GUARANTORS. Lenders shall have received the following concerning Borrower and its members, in form and substance satisfactory to Lenders:
BORROWER AND GUARANTORS. (a) constitutional documents;
BORROWER AND GUARANTORS represent and warrant to --------------- Agent and the Lenders as follows:
