General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By Name: Title: Date: , 20[ ] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax facsimile or other electronic transmission (e.g. .pdf) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 H-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN LENDERS; NOT PARTNERSHIPS) (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5February 18, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Eclipse Resources I, LP, as Borrower”), Fifth Third BankBank of Montreal, as Administrative Agent, and each lender the financial institutions from time to time party thereto as Lenders, and the other Agents party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20201[ ] EXHIBIT B-2 H-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS; NOT PARTNERSHIPS) (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5February 18, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Eclipse Resources I, LP, as Borrower”), Fifth Third BankBank of Montreal, as Administrative Agent, and each lender the financial institutions from time to time party thereto as Lenders, and the other Agents party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20201[ ] EXHIBIT B-3 XXXXXXX X-0 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS; PARTNERSHIPS) (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5February 18, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Eclipse Resources I, LP, as Borrower”), Fifth Third BankBank of Montreal, as Administrative Agent, and each lender the financial institutions from time to time party thereto as Lenders, and the other Agents party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20201[ ] EXHIBIT B-4 XXXXXXX X-0 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN LENDERS; PARTNERSHIPS) (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5February 18, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Eclipse Resources I, LP, as Borrower”), Fifth Third BankBank of Montreal, as Administrative Agent, and each lender the financial institutions from time to time party thereto as Lenders, and the other Agents party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20201[ ] EXHIBIT C XXXXXXX I FORM OF REQUEST FOR FACILITY ELECTED COMMITMENT INCREASE CERTIFICATE [ ], 20 Fifth Third Bank201[ ] To: Bank of Montreal, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 XxxxxxxxxxThe Borrower, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: the Administrative Agent and certain Lenders and other agents have heretofore entered into a Credit Agreement Agreement, dated as of November 5February 18, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not otherwise defined herein shall have the meanings assigned meaning given to such terms in the Credit Agreement.. This Elected Commitment Increase Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned Lender has agreed (a) to increase its Elected Commitment under the Credit Agreement effective [ ], 201[ ] from $[ ] to $[ ] and (b) that it shall continue to be a party in all respects to the Credit Agreement and the other Loan Documents. Very truly yours, ECLIPSE RESOURCES I, LP, a Delaware limited partnership By: Name: Title: Accepted and Agreed: BANK OF MONTREAL, as Administrative Agent By: Name: Title: Accepted and Agreed: [Name of Increasing Lender] By: Name: Title: EXHIBIT J FORM OF ADDITIONAL LENDER CERTIFICATE [ ], 201[ ] To: Bank of Montreal, as Administrative Agent The Borrower, the Administrative Agent and certain Lenders and other agents have heretofore entered into a Credit Agreement, dated as of February 18, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. This Additional Lender Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned Additional Lender has agreed (a) to become a Lender under the Credit Agreement effective [ ], 201[ ] with a Maximum Aggregate Credit Amount of $[ ] and an Elected Commitment of $[ ] and (b) that it shall be a party in all respects to the Credit Agreement and the other Loan Documents. This Additional Lender Certificate is being delivered to the Administrative Agent together with (i) if the Additional Lender is a Foreign Lender, any documentation required to be delivered by such Additional Lender pursuant to Section 5.03(e) of the Credit Agreement, duly completed and executed by the Additional Lender, and (ii) an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Additional Lender. The [Borrower/Additional Lender] shall pay the fee payable to the Administrative Agent pursuant to Section 2.06(c)(ii)(G) of the Credit Agreement. Very truly yours, ECLIPSE RESOURCES I, LP, a Delaware limited partnership By: Name: Title: Accepted and Agreed: BANK OF MONTREAL, as Administrative Agent By: Name: Title: Accepted and Agreed: [Additional Lender] By: Name: Title: SCHEDULE 7.05
Appears in 2 contracts
Samples: Credit Agreement (Eclipse Resources Corp), Credit Agreement (Eclipse Resources Corp)
General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by fax facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. Exhibit EXHIBIT B EXHIBIT B-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement that certain TERM LOAN CREDIT AGREEMENT, dated as of November 5September 20, 2014 2016 (as it may be amended, supplemented supplemented, restated or otherwise modified from time to time, the “Credit Agreement”) among CLSIP Holdings LLC, a Delaware limited liability company (“Parent”), among Kentucky Power Company CLSIP LLC, a Delaware limited liability company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the LENDERS party thereto from time to time party theretotime, and Wilmington Trust, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B871(h)(3) or 881(c)(3)(B) of the Internal Revenue Code and Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) the interest payments on the Loan(s) are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of at such times are as reasonably requested by the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in Borrower or the Credit Agreement and used herein shall have the meanings given to them in the Credit AgreementAdministrative Agent. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT B-2 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement that certain TERM LOAN CREDIT AGREEMENT, dated as of November 5September 20, 2014 2016 (as it may be amended, supplemented supplemented, restated or otherwise modified from time to time, the “Credit Agreement”) among CLSIP Holdings LLC, a Delaware limited liability company (“Parent”), among Kentucky Power Company CLSIP LLC, a Delaware limited liability company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the LENDERS party thereto from time to time party theretotime, and Wilmington Trust, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B871(h)(3) or 881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) the interest payments with respect to such participation are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person person status on an IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writingwriting and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its inability to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of the two calendar years preceding at such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementtimes are as reasonably requested by such Lender. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-3 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement that certain TERM LOAN CREDIT AGREEMENT, dated as of November 5September 20, 2014 2016 (as it may be amended, supplemented supplemented, restated or otherwise modified from time to time, the “Credit Agreement”) among CLSIP Holdings LLC, a Delaware limited liability company (“Parent”), among Kentucky Power Company CLSIP LLC, a Delaware limited liability company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the LENDERS party thereto from time to time party theretotime, and Wilmington Trust, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B871(h)(3) or 881(c)(3)(B) of the Internal Revenue Code and Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) the interest payments with respect to such participation are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms an IRS Form W-8BEN or W-8BEN-E from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its inability to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of the two calendar years preceding at such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementtimes are as reasonably requested by such Lender. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-4 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement that certain TERM LOAN CREDIT AGREEMENT, dated as of November 5September 20, 2014 2016 (as it may be amended, supplemented supplemented, restated or otherwise modified from time to time, the “Credit Agreement”) among CLSIP Holdings LLC, a Delaware limited liability company (“Parent”), among Kentucky Power Company CLSIP LLC, a Delaware limited liability company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the LENDERS party thereto from time to time party theretotime, and Wilmington Trust, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B871(h)(3) or 881(c)(3)(B) of the Internal Revenue Code and Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) the interest payments on the Loan(s) are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms an IRS Form W-8BEN or W-8BEN-E from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of at such times are as reasonably requested by the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in Borrower or the Credit Agreement and used herein shall have the meanings given to them in the Credit AgreementAdministrative Agent. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE EXECUTION VERSION GUARANTEE AND COLLATERAL AGREEMENT Dated and effective as of September 20, 20 Fifth Third Bank2016, among CLSIP HOLDINGS LLC, as Holdings CLSIP LLC, as Borrower, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative and Collateral Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.TABLE OF CONTENTS Page
Appears in 2 contracts
Samples: Term Loan Credit Agreement, Term Loan Credit Agreement (Claires Stores Inc)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and the other parties to the Credit Agreement and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. Exhibit B EXHIBIT B-1 G-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN LENDERS; NOT PARTNERSHIPS) (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5December 22, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Rice Midstream OpCo LLC, a Delaware limited liability company, as Borrower, the “Borrower”)Parent, Fifth Third Xxxxx Fargo Bank, N.A., as Administrative Agent, and each lender the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT B-2 G-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS; NOT PARTNERSHIPS) (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5December 22, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Rice Midstream OpCo LLC, a Delaware limited liability company, as Borrower, the “Borrower”)Parent, Fifth Third Xxxxx Fargo Bank, N.A., as Administrative Agent, and each lender the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-3 G-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS; PARTNERSHIPS) (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5December 22, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Rice Midstream OpCo LLC, a Delaware limited liability company, as Borrower, the “Borrower”)Parent, Fifth Third Xxxxx Fargo Bank, N.A., as Administrative Agent, and each lender the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-4 G-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN LENDERS; PARTNERSHIPS) (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5December 22, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Rice Midstream OpCo LLC, a Delaware limited liability company, as Borrower, the “Borrower”)Parent, Fifth Third Xxxxx Fargo Bank, N.A., as Administrative Agent, and each lender the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY H-1 COMMITMENT INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement AGREEMENT THIS COMMITMENT INCREASE AGREEMENT (this “Agreement”) dated as of November 5[ ], 2014 is among [Insert name of Existing Lender] (as amended, supplemented or otherwise modified from time to time, the “Credit AgreementExisting Lender”), among Kentucky Power Company Rice Midstream OpCo LLC, a Delaware limited liability company (the “Borrower”), Fifth Third and Xxxxx Fargo Bank, as Administrative Agent N.A., administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), and each lender from time ) for the lenders party to time party thereto (the “Lenders”)Credit Agreement referred to below. Capitalized terms Each capitalized term used herein but not otherwise defined herein shall have has the meanings assigned to meaning given such terms term in the Credit Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Rice Energy Inc.), Credit Agreement (Rice Midstream Partners LP)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit EXHIBIT B EXHIBIT B-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By Name: Title: Date: , 20[ ] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B C to Term Loan Credit Facility (PBF Logistics LP) EXHIBIT B-1 D-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR U.S. Federal Income Tax PurposesFEDERAL INCOME TAX PURPOSES) Reference is hereby made to the that certain Credit Agreement Agreement, dated as of November 5May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company PBF Logistics LP (the “Borrower”), Fifth Third Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent, ”) and each lender Lender from time to time party thereto. Pursuant to the provisions of Section 2.13 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN W-8BEN. By executing this certificate or the IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] EXHIBIT B-2 FORM OF Exhibit D-1 Form of U.S. TAX COMPLIANCE CERTIFICATE Tax Certificate (For Foreign Participants That Are Not Lenders that are not Partnerships For for U.S. Federal Income Tax Purposes) EXHIBIT D-2 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to the that certain Credit Agreement Agreement, dated as of November 5May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company PBF Logistics LP (the “Borrower”), Fifth Third Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent, ”) and each lender Lender from time to time party thereto. Pursuant to the provisions of Section 2.13 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or the IRS Form W-8BEN changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-3 FORM OF Exhibit D-2 Form of U.S. TAX COMPLIANCE CERTIFICATE Tax Certificate (For Foreign Participants That Are Lenders that are Partnerships For for U.S. Federal Income Tax Purposes) EXHIBIT D-3 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN PARTICIPANTS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to the that certain Credit Agreement Agreement, dated as of November 5May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company PBF Logistics LP (the “Borrower”), Fifth Third Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent, ”) and each lender Lender from time to time party thereto. Pursuant to the provisions of Section 2.13 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate or any of the IRS Form W-8BENs changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and all applicable Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF Exhibit D-3 Form of U.S. TAX COMPLIANCE CERTIFICATE Tax Certificate (For Foreign Lenders That Are Participants that are Partnerships For for U.S. Federal Income Tax Purposes) EXHIBIT D-4 FORM OF U.S. TAX CERTIFICATE (FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES) Reference is hereby made to the that certain Credit Agreement Agreement, dated as of November 5May 14, 2014 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company PBF Logistics LP (the “Borrower”), Fifth Third Xxxxx Fargo Bank, National Association, as administrative agent under the Credit Agreement (the “Administrative Agent, ”) and each lender Lender from time to time party thereto. Pursuant to the provisions of Section 2.13 1(e)(2) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none neither the undersigned nor any of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificatecertificate or any of the Form W-8BENs, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate and applicable IRS Form W-8BENs in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By (PBF Logistics LP) XXXXX FARGO BANK, NATIONAL ASSOCIATION By: Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third (PBF Logistics LP) SCHEDULE I Commitments Initial Loan Commitments Lender Commitment Applicable Percentage Xxxxx Fargo Bank, as Administrative Agent 00 Xxxxxxxx National Association $ 45,875,000 15.291666667 % Citibank, N.A. $ 45,825,000 15.275 % Deutsche Bank AG New York Branch $ 45,825,000 15.275 % Barclays Bank PLC $ 45,825,000 15.275 % Credit Suisse AG, Cayman Islands Branch $ 45,825,000 15.275 % Xxxxxx Xxxxxxx Senior Funding, Inc. $ 45,825,000 15.275 % UBS AG, Stamford Branch $ 25,000,000 8.333333333 % Subsequent Loan Commitments Lender Commitment Applicable Percentage Xxxxx MDFargo Bank, National Association $ 0 Citibank, N.A. $ 0 Deutsche Bank AG New York Branch $ 0 Barclays Bank PLC $ 0 Credit Suisse AG, Cayman Islands Branch $ 0 Xxxxxx Xxxxxxx Senior Funding, Inc. $ 0 UBS AG, Stamford Branch $ 0 Schedule I to Term Loan Credit Facility (PBF Logistics LP) SCHEDULE II CERTAIN BORROWER INFORMATION Jurisdiction of Organization: 109047 Delaware Type of Organization: Limited Partnership Organizational Identification Number: Delaware: 130226994 Location of Chief Executive Office or Sole Place of Business: 0 Xxxxxx Xxx Xxxxxxxxxx, XX Xxx Xxxxxx 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Schedule II to Term Loan Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.Facility
Appears in 2 contracts
Samples: Assignment and Assumption (PBF Logistics LP), Assignment and Assumption (PBF Energy Inc.)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 I-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit and Guaranty Agreement dated as of November 5August 2, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company The Providence Service Corporation, a Delaware corporation (the “"Borrower”"), Fifth Third Bankthe Guarantors party thereto, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] ___ EXHIBIT B-2 I-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit and Guaranty Agreement dated as of November 5August 2, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company The Providence Service Corporation, a Delaware corporation (the “"Borrower”"), Fifth Third Bankthe Guarantors party thereto, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] ___ EXHIBIT B-3 I-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit and Guaranty Agreement dated as of November 5August 2, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company The Providence Service Corporation, a Delaware corporation (the “"Borrower”"), Fifth Third Bankthe Guarantors party thereto, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] ___ EXHIBIT B-4 I-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit and Guaranty Agreement dated as of November 5August 2, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company The Providence Service Corporation, a Delaware corporation (the “"Borrower”"), Fifth Third Bankthe Guarantors party thereto, the Lenders identified therein, and Bank of America, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C ___ Exhibit J FORM OF REQUEST FOR FACILITY INCREASE SECURED PARTY DESIGNATION NOTICE Date: _________, 20 Fifth Third Bank_____ To: Bank of America, N.A., as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MDAgency Management [address Attn: 109047 Xxxxxxxxxx] Ladies and Gentlemen: THIS SECURED PARTY DESIGNATION NOTICE is made by _______________________, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 a ______________ (as amended, supplemented or otherwise modified from time to time, the “Credit AgreementDesignor”), among Kentucky Power Company (the “Borrower”)to BANK OF AMERICA, Fifth Third BankN.A., as Administrative Agent under that certain Credit Agreement referenced below (in such capacity, the “Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized All capitalized terms not defined herein shall have the meanings assigned meaning ascribed to such terms them in the Credit Agreement.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Providence Service Corp), Credit and Guaranty Agreement (Providence Service Corp)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkYork without giving effect to its conflict of laws provisions other than Section 5-1401 of the New York General Obligations Law. Exhibit B to Second Amended and Restated Term Loan Credit Agreement EXHIBIT B-1 C-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Term Loan Credit Agreement dated as of November 5April 1, 2014 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Rentech Nitrogen Holdings, Inc., as Borrower”), Fifth Third BankCredit Suisse AG, Cayman Islands Branch, as Administrative Agent, Agent and each lender Lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.08 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(spromissory note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable (or applicable successor form). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: ________ __, 20[ ] Exhibit C to Second Amended and Restated Term Loan Credit Agreement EXHIBIT B-2 C-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Term Loan Credit Agreement dated as of November 5April 1, 2014 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Rentech Nitrogen Holdings, Inc., as Borrower”), Fifth Third BankCredit Suisse AG, Cayman Islands Branch, as Administrative Agent, Agent and each lender Lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.08 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable (or applicable successor form). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] Exhibit C to Second Amended and Restated Term Loan Credit Agreement EXHIBIT B-3 C-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Term Loan Credit Agreement dated as of November 5April 1, 2014 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Rentech Nitrogen Holdings, Inc., as Borrower”), Fifth Third BankCredit Suisse AG, Cayman Islands Branch, as Administrative Agent, Agent and each lender Lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.08 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable (or applicable successor form) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable (or applicable successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] Exhibit C to Second Amended and Restated Term Loan Credit Agreement EXHIBIT B-4 C-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Term Loan Credit Agreement dated as of November 5April 1, 2014 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Rentech Nitrogen Holdings, Inc., as Borrower”), Fifth Third BankCredit Suisse AG, Cayman Islands Branch, as Administrative Agent, Agent and each lender Lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.08 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(spromissory note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(spromissory note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable (or applicable successor form) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable (or applicable successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT Exhibit C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: to Second Amended and Restated Term Loan Credit Agreement dated as EXHIBIT D Form of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.Instruction Letter
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Rentech, Inc.), Term Loan Credit Agreement (Blackstone Holdings I L.P.)
General Provisions. This Assignment and Assumption Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Agreement by fax telecopy (or other electronic method of transmission) shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAgreement. This Assignment and Assumption Agreement shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. Exhibit B EXHIBIT B-1 E-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For for U.S. Federal Income Tax Purposes) [Date] Reference is hereby made to the that certain Second Amended and Restated Credit Agreement Agreement, dated as of November 5October 1, 2014 2020 by and among DOUBLEVERIFY MIDCO, INC., a Delaware corporation (formerly known as “Pixel Parent Inc.”) (“Holdings”), DOUBLEVERIFY INC., a Delaware corporation (the “Borrower”), the Lenders party thereto, and CAPITAL ONE, NATIONAL ASSOCIATION (“Capital One”) as Administrative Agent for the Lenders and as L/C Issuer (as amended, supplemented restated, amended and restated, supplemented, restructured or otherwise modified from time to timetime prior to the date hereof, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By Name: Title: Date: , 20[ ] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third BankE, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionapplicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Appears in 2 contracts
Samples: Credit Agreement (DoubleVerify Holdings, Inc.), Credit Agreement (DoubleVerify Holdings, Inc.)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy or email shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 D - FORM OF OPINION OF COUNSEL FOR THE LOAN PARTIES EXHIBIT E-1 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5June 27, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)SAIC Gemini, Fifth Third Bank, as Administrative AgentInc., and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT B-2 E-2 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5June 27, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)SAIC Gemini, Fifth Third Bank, as Administrative AgentInc., and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-3 E-3 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5June 27, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)SAIC Gemini, Fifth Third Bank, as Administrative AgentInc., and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-4 E-4 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5June 27, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)SAIC Gemini, Fifth Third Bank, as Administrative AgentInc., and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.]
Appears in 2 contracts
Samples: Credit Agreement (SAIC Gemini, Inc.), Credit Agreement (Science Applications International Corp)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law Law of the State of New York. Exhibit B EXHIBIT B-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5September 24, 2014 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company FMC Technologies, Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the lenders party thereto from time to time party theretotime, Wellx Xxxgo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), JPMorgan Chase Bank, N.A., as syndication agent, and Bank of America, N.A., DNB Bank ASA, New York Branch, Mizuho Bank, Ltd. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E (as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5September 24, 2014 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company FMC Technologies, Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the lenders party thereto from time to time party theretotime, Wellx Xxxgo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), JPMorgan Chase Bank, N.A., as syndication agent, and Bank of America, N.A., DNB Bank ASA, New York Branch, Mizuho Bank, Ltd. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E (as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5September 24, 2014 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company FMC Technologies, Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the lenders party thereto from time to time party theretotime, Wellx Xxxgo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), JPMorgan Chase Bank, N.A., as syndication agent, and Bank of America, N.A., DNB Bank ASA, New York Branch, Mizuho Bank, Ltd. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5September 24, 2014 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company FMC Technologies, Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the lenders party thereto from time to time party theretotime, Wellx Xxxgo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), JPMorgan Chase Bank, N.A., as syndication agent, and Bank of America, N.A., DNB Bank ASA, New York Branch, Mizuho Bank, Ltd. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Credit Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE COMPLIANCE CERTIFICATE Financial Statement Date: __________________, 20 Fifth Third 20__ To: Wellx Xxxgo Bank, National Association, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MDAgent, and each of the Lenders party to the Credit Agreement described below Ladies and Gentlemen: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Reference is made to that certain Credit Agreement dated as of November 5September 24, 2014 2015 (as amended, supplemented restated, extended, supplemented, or otherwise modified in writing from time to time, the “Credit Agreement”; “ the terms defined therein being used herein as therein defined), among Kentucky Power Company FMC Technologies, Inc. (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender the Lenders from time to time party thereto (thereto, Wellx Xxxgo Bank, National Association., as Administrative Agent, and the “other agents party thereto. The undersigned hereby certifies as of the date hereof that he/she is the __________________________of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent and the Lenders”). Capitalized terms , not defined herein shall have individually, but on behalf of the meanings assigned to such terms in the Credit Agreement.Borrower, and that: [Use following for fiscal year-end financial statements]
Appears in 2 contracts
Samples: Credit Agreement (FMC Technologies Inc), Credit Agreement (FMC Technologies Inc)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkYork without regard to conflict of laws principles thereof (other than New York General Obligations Law, Section 5-1401). Exhibit B EXHIBIT B-1 FORM OF U.S. TAX COMPLIANCE F TO CREDIT AND GUARANTY AGREEMENT CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) RE NON-BANK STATUS Reference is hereby made to the Credit and Guaranty Agreement dated as of November 5[ ], 2014 2012 (as it may be refinanced, amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); the terms defined therein and not otherwise defined herein being used herein as therein defined) by and among Hologic, among Kentucky Power Company Inc., a Delaware corporation (the “Borrower”), Fifth Third Bankcertain Subsidiaries of the Borrower, as Guarantors, the Lenders party thereto from time to time, Xxxxxxx Xxxxx Bank USA, X.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Lead Bookrunners, Xxxxxxx Xxxxx Bank USA, as Administrative Agent and Collateral Agent, and each lender from time to time party theretoX.X. Xxxxxx Securities LLC and Citigroup Global Markets Inc., as Co-Syndication Agents. Pursuant to the provisions of Section 2.13 2.20(c) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By Name: Title: Date: , 20[ ] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.G-1 TO CREDIT AND GUARANTY AGREEMENT CLOSING DATE CERTIFICATE THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Hologic Inc), Credit and Guaranty Agreement (Gen Probe Inc)
General Provisions. This Assignment and Assumption Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Agreement by fax telecopy (or other electronic method of transmission) shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAgreement. This Assignment and Assumption Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws (and not the conflict of law rules) of the State of New York. Exhibit B EXHIBIT B-1 F-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For for U.S. Federal Income Tax Purposes) [Date] Reference is hereby made to the that certain Credit Agreement Agreement, dated as of November 5January 14, 2014 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the Kaltura, Inc., a Delaware corporation(the “Borrower”), Fifth Third Bankthe Lenders party thereto, Silicon Valley Bank (“SVB”), as administrative agent and collateral agent for such Lenders (in such capacities, together with any successors and assigns in such capacities; the “Administrative Agent”), and each lender from time to time party theretoSVB as the Issuing Lender and the Swingline Lender. Pursuant to the provisions of Section 2.13 2.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By Name: Title: Date: , 20[ ] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Kaltura Inc), Credit Agreement (Kaltura Inc)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York, without regard to conflicts of laws principles. Annex I to Exhibit B D EXHIBIT B-1 E -1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5August 14, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “QEP MIDSTREAM PARTNERS OPERATING, LLC, as Borrower”), Fifth Third BankQEP MIDSTREAM PARTNERS, LP, as Guarantor, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, L/C Issuer and Swing Line Lender, and each lender Lender and L/C Issuer from time to time party thereto. Pursuant to the provisions of Section 2.13 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT B-2 E -2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5August 14, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “QEP MIDSTREAM PARTNERS OPERATING, LLC, as Borrower”), Fifth Third BankQEP MIDSTREAM PARTNERS, LP, as Guarantor, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, L/C Issuer and Swing Line Lender, and each lender Lender and L/C Issuer from time to time party thereto. Pursuant to the provisions of Section 2.13 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-3 E -3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5August 14, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “QEP MIDSTREAM PARTNERS OPERATING, LLC, as Borrower”), Fifth Third BankQEP MIDSTREAM PARTNERS, LP, as Guarantor, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, L/C Issuer and Swing Line Lender, and each lender Lender and L/C Issuer from time to time party thereto. Pursuant to the provisions of Section 2.13 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-4 E -4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5August 14, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “QEP MIDSTREAM PARTNERS OPERATING, LLC, as Borrower”), Fifth Third BankQEP MIDSTREAM PARTNERS, LP, as Guarantor, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, L/C Issuer and Swing Line Lender, and each lender Lender and L/C Issuer from time to time party thereto. Pursuant to the provisions of Section 2.13 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.]
Appears in 2 contracts
Samples: Credit Agreement (Qep Resources, Inc.), Credit Agreement (QEP Midstream Partners, LP)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax electronic mail shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B 278804512 v3278808399 v1 CAN_DMS: \136738400\21 EXHIBIT B-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5December 18, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)WDB Holding PA, Fifth Third BankInc., as Administrative Agent, and each lender Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By By: Name: Title: Date: , 20[ ] 278804512 v3278808399 v1 CAN_DMS: \136738400\21 EXHIBIT B-2 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5December 18, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)WDB Holding PA, Fifth Third BankInc., as Administrative Agent, and each lender Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, Code and (iv) it is not a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] 278804512 v3278808399 v1 CAN_DMS: \136738400\21 EXHIBIT B-3 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5December 18, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)WDB Holding PA, Fifth Third BankInc., as Administrative Agent, and each lender Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] 278804512 v3278808399 v1 CAN_DMS: \136738400\21 EXHIBIT B-4 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5December 18, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)WDB Holding PA, Fifth Third BankInc., as Administrative Agent, and each lender Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTXXXXXX] By By: Name: Title: Date: , 20[ ] CAN_DMS: \136738400\21 278804512 v3278808399 v1 EXHIBIT C B-4 [FORM OF REQUEST FOR FACILITY INCREASE OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT C-1 [FORM OF] US SOLVENCY CERTIFICATE December 18, 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: 2020 Reference is hereby made to the Credit Agreement dated as of November 5December 18, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)WDB Holding PA, Fifth Third BankInc., as Administrative Agent (“Administrative Agent”), and each lender Lender from time to time party thereto (the “Lenders”)thereto, and Acquiom Agency Services LLC, as Administrative Agent. Capitalized terms used but not defined herein shall have the meanings assigned given to such terms them in the Credit Agreement.. This certificate is furnished pursuant to Section 4.01(i) of the Credit Agreement. Solely in my capacity as a Financial Officer of the [Borrower][American Parent] and not individually (and without personal liability), I hereby certify, that as of the date hereof, after giving effect to the Loans made on the Closing Date:
Appears in 2 contracts
Samples: Credit Agreement (TerrAscend Corp.), Credit Agreement (TerrAscend Corp.)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit EXHIBIT B [Reserved] EXHIBIT B-1 C FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to FIRST-LIEN INTERCREDITOR AGREEMENT among XXXXX MEDIA CORP., the other Grantors party hereto, JPMORGAN CHASE BANK, N.A., as Credit Agreement Agent for the Credit Agreement Secured Parties, JPMORGAN CHASE BANK, N.A., as Authorized Representative for the Credit Agreement Secured Parties, [ ] as the Additional First-Lien Collateral Agent, [ ] as the Initial Additional Authorized Representative, and each additional Authorized Representative from time to time party hereto. dated as of November 5[ ], 2014 20[ ] FIRST-LIEN INTERCREDITOR AGREEMENT, dated as of [ ], 20[ ] (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, the this “Credit Agreement”), among Kentucky Power Company XXXXX MEDIA CORP, a Delaware corporation (the “BorrowerCompany”), Fifth Third Bank, the other Grantors (as Administrative Agent, and each lender defined below) from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreementhereto, the undersigned hereby certifies that JPMORGAN CHASE BANK, N.A. (i) it is the sole record and beneficial owner of the Advance(s) (“JPMCB”), as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in administrative agent for the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By Name: Title: Date: , 20[ ] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 Secured Parties (as amended, supplemented or otherwise modified from time to timedefined below) (in such capacity and together with its successors in such capacity, the “Credit AgreementAgreement Agent”), among Kentucky Power Company JPMCB, as Authorized Representative for the Credit Agreement Secured Parties (as each such term is defined below), [ ], as collateral agent for the Additional First-Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “BorrowerAdditional First-Lien Collateral Agent”), Fifth Third Bank[ ], as Administrative AgentAuthorized Representative for the Initial Additional First-Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Initial Additional Authorized Representative”) and each lender additional Authorized Representative from time to time party thereto. Pursuant to hereto for the provisions of Section 2.13 other Additional First-Lien Secured Parties of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 Series (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iiibelow) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members which it is a bank extending credit pursuant to a loan agreement entered into acting in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) such capacity. In consideration of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code mutual agreements herein contained and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent other good and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificatevaluable consideration, the undersigned agrees that (1) if the information provided on this certificate changesreceipt and sufficiency of which are hereby acknowledged, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement Agent (for itself and used herein shall have the meanings given to them in on behalf of the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to timeSecured Parties), the “Credit Agreement”), among Kentucky Power Company Initial Additional Authorized Representative (for itself and on behalf of the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), Initial Additional First-Lien Secured Parties) and each lender from time to time party thereto additional Authorized Representative (for itself and on behalf of the “Lenders”). Capitalized terms not defined herein shall have Additional First-Lien Secured Parties of the meanings assigned to such terms in the Credit Agreement.applicable Series) agree as follows:
Appears in 2 contracts
Samples: Credit Agreement (Lamar Media Corp/De), Credit Agreement (Lamar Media Corp/De)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax electronic mail shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B 282638280 v1v7 CAN_DMS: \136738400\21 EXHIBIT B-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5December 18, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)WDB Holding PA, Fifth Third BankInc., as Administrative Agent, and each lender Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By By: Name: Title: Date: , 20[ ] 282638280 v1v7 CAN_DMS: \136738400\21 EXHIBIT B-2 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5December 18, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)WDB Holding PA, Fifth Third BankInc., as Administrative Agent, and each lender Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, Code and (iv) it is not a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] 282638280 v1v7 CAN_DMS: \136738400\21 EXHIBIT B-3 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5December 18, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)WDB Holding PA, Fifth Third BankInc., as Administrative Agent, and each lender Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] 282638280 v1v7 CAN_DMS: \136738400\21 EXHIBIT B-4 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5December 18, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)WDB Holding PA, Fifth Third BankInc., as Administrative Agent, and each lender Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTXXXXXX] By By: Name: Title: Date: , 20[ ] CAN_DMS: \136738400\21 282638280 v1v7 EXHIBIT C B-4 [FORM OF REQUEST FOR FACILITY INCREASE OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT C-1 [FORM OF] US SOLVENCY CERTIFICATE December 18, 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: 2020 Reference is hereby made to the Credit Agreement dated as of November 5December 18, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)WDB Holding PA, Fifth Third BankInc., as Administrative Agent (“Administrative Agent”), and each lender Lender from time to time party thereto (the “Lenders”)thereto, and Acquiom Agency Services LLC, as Administrative Agent. Capitalized terms used but not defined herein shall have the meanings assigned given to such terms them in the Credit Agreement.. This certificate is furnished pursuant to Section 4.01(i) of the Credit Agreement. Solely in my capacity as a Financial Officer of the [Borrower][American Parent] and not individually (and without personal liability), I hereby certify, that as of the date hereof, after giving effect to the Loans made on the Closing Date:
Appears in 2 contracts
Samples: Credit Agreement (TerrAscend Corp.), Credit Agreement (TerrAscend Corp.)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Fourth Amended and Restated Credit and Security Agreement dated as of November 5June 28, 2014 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Ameresco, Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as administrative agent (in such capacity, the “Agent”), LC Issuer and Swing Line Lender. Pursuant to the provisions of Section 2.13 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN W-8BENE (or IRS Form W-8BEN-E. , as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXFOREIGN LENDER] By By: Name: Title: Date: ________ __, 20[ ____ [FORM OF] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Fourth Amended and Restated Credit and Security Agreement dated as of November 5June 28, 2014 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Ameresco, Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, LC Issuer and Swing Line Lender. Pursuant to the provisions of Section 2.13 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN W-8BENE (or IRS Form W-8BEN-E. , as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ____ [FORM OF] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Fourth Amended and Restated Credit and Security Agreement dated as of November 5June 28, 2014 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Ameresco, Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, LC Issuer and Swing Line Lender. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BENE (or IRS Form W-8BEN-E , as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BENE (or IRS Form W-8BEN-E , as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ____ [FORM OF] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Fourth Amended and Restated Credit and Security Agreement dated as of November 5June 28, 2014 2019 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Ameresco, Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as administrative agent (in such capacity, the “Agent”), LC Issuer and Swing Line Lender. Pursuant to the provisions of Section 2.13 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BENE (or IRS Form W-8BEN-E , as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BENE (or IRS Form W-8BEN-E , as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: ________ __, 20[ __ EXHIBIT J [FORM OF] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE SECURED PARTY DESIGNATION NOTICE TO: Bank of America, 20 Fifth Third BankN.A., as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MDRE: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Reference is hereby made to the Fourth Amended and Restated Credit and Security Agreement dated as of November 5June 28, 2014 2019 among Ameresco, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Agent, L/C Issuer and Swing Line Lender (as amended, modified, extended, restated, replaced, or supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), ; capitalized terms used herein and each lender from time to time party thereto (the “Lenders”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms set forth in the Credit Agreement) DATE: [Date] [Name of Cash Management Bank/Hedge Bank] (the “Secured Party”) hereby notifies you, pursuant to the terms of the Credit Agreement, that the Secured Party meets the requirements of a [Cash Management Bank] [Hedge Bank] under the terms of the Credit Agreement and is a [Cash Management Bank] [Hedge Bank] under the Credit Agreement and the other Loan Documents.
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B Form of Assignment and Assumption EXHIBIT B-1 F-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5February [__], 2014 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Qualcomm Incorporated, a Delaware coxxxxxxxxx (the xxx “BorrowerXxxxxwer”), Fifth Third Bank, as Administrative Agent, and each lender Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: _______________________ Name: ________________________ Title: ________________________ Date: _______________ ____, 20[ ] Form of U.S. Tax Compliance Certificate EXHIBIT B-2 F-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5February [__], 2014 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Qualcomm Incorporated, a Delaware coxxxxxxxxx (the xxx “BorrowerXxxxxwer”), Fifth Third Bank, as Administrative Agent, and each lender Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: _______________________ Name: ________________________ Title: ________________________ Date: _______________ ____, 20[ ] Form of U.S. Tax Compliance Certificate EXHIBIT B-3 F-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5February [__], 2014 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Qualcomm Incorporated, a Delaware coxxxxxxxxx (the xxx “BorrowerXxxxxwer”), Fifth Third Bank, as Administrative Agent, and each lender Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: _______________________ Name: ________________________ Title: ________________________ Date: _______________ ____, 20[ ] Form of U.S. Tax Compliance Certificate EXHIBIT B-4 F-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5February [__], 2014 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Qualcomm Incorporated, a Delaware coxxxxxxxxx (the xxx “BorrowerXxxxxwer”), Fifth Third Bank, as Administrative Agent, and each lender Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: _______________________ Name: ________________________ Title: ________________________ Date: _______________ ____, 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.]
Appears in 1 contract
Samples: Credit Agreement (Qualcomm Inc/De)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, the law internal laws of the State of New YorkYork without regard to conflict of laws principles thereof. Exhibit B EXHIBIT B-1 FORM OF U.S. TAX COMPLIANCE E CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) RE NON-BANK STATUS Reference is hereby made to the Seventh Amended and Restated Credit Agreement Agreement, dated as of November 5April 2, 2014 2015 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, or otherwise renewed, refinanced or replaced from time to time (including subsequent or successive renewals, refinancings or replacements, and pursuant to one or more agreements or facilities), the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Kentucky Power Company (Regal Cinemas Corporation, the “Borrower”)Lenders party thereto from time to time, Fifth Third BankCredit Suisse AG, as Administrative Agent, and each lender from time to time the other agents party thereto. Pursuant to the provisions of Section 2.13 2.19(e) of the Credit Agreement, the undersigned hereby certifies represents and warrants that (i) it is the sole record and beneficial owner of the Advance(s) Loan (as well as any Note(s) Note evidencing such Advance(s)Loan) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue CodeCode of 1986, as amended, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate1986, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By Name: Title: Date: , 20[ ] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate Code of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate1986, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementas amended. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: EXHIBIT F-1 CLOSING DATE CERTIFICATE [ ], 20[ ] EXHIBIT B-3 FORM 2015 THE UNDERSIGNED HEREBY CERTIFY, EACH IN HIS OR HER CAPACITY AS AN OFFICER OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5REGAL CINEMAS CORPORATION, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent A DELAWARE CORPORATION (“Administrative AgentBORROWER”)) AND NOT INDIVIDUALLY, and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.AS FOLLOWS:
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General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B [RESERVED] [RESERVED] [RESERVED] EXHIBIT B-1 D [RESERVED] EXHIBIT E-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement Agreement, dated as of November 5September 14, 2014 2018 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Entergy Texas, Inc., Citibank, N.A., as the administrative agent (the “BorrowerAdministrative Agent”), Fifth Third Bank, as Administrative Agent, and each lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 2.13 2.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(s) (as well as any Note(spromissory note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Administrative Agent and the Administrative AgentBorrower, and (2) the undersigned shall have at all times furnished the Borrower Administrative Agent and the Administrative Agent Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-2 E-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement Agreement, dated as of November 5September 14, 2014 2018 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Entergy Texas, Inc., Citibank, N.A., as the administrative agent (the “BorrowerAdministrative Agent”), Fifth Third Bank, as Administrative Agent, and each lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 2.13 2.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-3 E-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement Agreement, dated as of November 5September 14, 2014 2018 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Entergy Texas, Inc., Citibank, N.A., as the administrative agent (the “BorrowerAdministrative Agent”), Fifth Third Bank, as Administrative Agent, and each lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 2.13 2.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-4 E-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement Agreement, dated as of November 5September 14, 2014 2018 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Entergy Texas, Inc., Citibank, N.A., as the administrative agent (the “BorrowerAdministrative Agent”), Fifth Third Bank, as Administrative Agent, and each lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 2.13 2.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(spromissory note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(spromissory note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Administrative Agent and the Administrative AgentBorrower, and (2) the undersigned shall have at all times furnished the Borrower Administrative Agent and the Administrative Agent Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.:
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General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 to Second Amended and Restated Credit Agreement dated as of July 8, 2021 by and among Cirrus Logic, Inc., as Borrower, the lenders party thereto, as Lenders, and Welxx Xxrgo Bank, National Association, as Administrative Agent FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 5July 8, 2014 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)Cirrus Logic, Fifth Third Inc., Welxx Xxrgo Bank, National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 5.11 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-2 XXXXXXX X-0 xo Second Amended and Restated Credit Agreement dated as of July 8, 2021 by and among Cirrus Logic, Inc., as Borrower, the Lenders party thereto, as Lenders, and Welxx Xxrgo Bank, National Association, as Administrative Agent FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 5July 8, 2014 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)Cirrus Logic, Fifth Third Inc., Welxx Xxrgo Bank, National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 5.11 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-3 XXXXXXX X-0 xo Second Amended and Restated Credit Agreement dated as of July 8, 2021 by and among Cirrus Logic, Inc., as Borrower, the lenders party thereto, as Lenders, and Welxx Xxrgo Bank, National Association, as Administrative Agent FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 5July 8, 2014 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)Cirrus Logic, Fifth Third Inc., Welxx Xxrgo Bank, National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 5.11 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-4 XXXXXXX X-0 xo Second Amended and Restated Credit Agreement dated as of July 8, 2021 by and among Cirrus Logic, Inc., as Borrower, the lenders party thereto, as Lenders, and Welxx Xxrgo Bank, National Association, as Administrative Agent FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 5July 8, 2014 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)Cirrus Logic, Fifth Third Inc., Welxx Xxrgo Bank, National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 5.11 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT Xxxxxxxxx Xxxxxxxx 0.1 Commitments and L/C FORM OF REQUEST FOR FACILITY INCREASE Commitments Schedule 7.1 Jurisdictions of Organization and Qualification Schedule 7.2 Subsidiaries and Capitalization Schedule 7.9 Pension Plans and Multiemployer Plans Schedule 7.13 Labor and Collective Bargaining Agreements Schedule 7.18 Real Property Schedule 9.1 Existing Indebtedness Schedule 9.2 Existing Liens Schedule 9.3 Existing Loans, 20 Fifth Third Advances and Investments Schedule 9.7 Transactions with Affiliates SCHEDULE 1.1 Commitments and L/C Commitments Lender Commitment L/C Commitment Welxx Xxrgo Bank, as Administrative Agent 00 Xxxxxxxx National Association $125,000,000 $25,000,000 Bank of America, N.A. $100,000,000 Barclays Bank plc $50,000,000 Golxxxx Xxchs Bank USA $25,000,000 Total $300,000,000 SCHEDULE 7.1 Jurisdictions of Organization and Qualification Entity Organized Qualified to do Business Cirrus Logic, Inc. Delaware Arizona California Colorado Delaware Florida Illinois Maryland Massachusetts Minnesota Nevada New Hampshire New Jersey North Carolina Oregon Pennsylvania Texas Washington Utah Ohio Cirrus Logic UK International Holding Co. Ltd. United Kingdom United Kingdom Cirrus Logic International Holdings Ltd United Kingdom United Kingdom Cirrus Logic International Semiconductor Ltd. United Kingdom United Kingdom United States Cirrus Logic International (UK) Ltd Unixxx Xxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxxxxx Xxxxxx Xxxxxxx Xxxx Xxxx Re: Credit Agreement dated as of November 5Xxxxxxxxxxx Xirrus Logic KK Japan Japan Cirrus Logic Korea Co. Ltd. South Korea South Korea Cirrus Logic International (Australia) Pty. Ltd. Australia Australia Cirrus Logic International (Singapore) Pte. Ltd. Singapore Singapore Cirrus Logic Semiconductor (Shanghai) Co., 2014 Ltd. China China SCHEDULE 7.2 Subsidiaries and Capitalization Issuer Shareholder Authorized Shares Issued Shares Preferred Shares Common Shares Preemptive Rights, etc. Convertible warrants, options, etc. Cirrus Logic UK International Holding Co. Ltd 1,000 Cirrus Logic, Inc. 1,000 n/a 1,000 None. None. Cirrus Logic International Holdings Ltd. 200 Cirrus Logic UK International Holding Co. Ltd 200 n/a 200 None None Cirrus Logic International Semiconductor Ltd. 1 Cirrus Logic UK International Holding Co. Ltd 1 n/a 1 None. None. Cirrus Logic International (as amendedUK) Ltd 1 Cirrus Logic International Holdings Ltd. 1 n/a 1 None. None. Cirrus Logic KK 8,000 Cirrus Logic International (UK) Ltd 2,000 n/a 2,000 None. None. Cirrus Logic Korea Co. Ltd. 200,000 Cirrus Logic International (UK) Ltd 91,900 n/a 91,900 None. None. Cirrus Logic International (Australia) Pty Ltd. 2,000,001 Cirrus Logic International (UK) Ltd 2,000,001 n/a 2,000,001 None. None. Cirrus Logic International (Singapore) Pte. Ltd. 1 Cirrus Logic International (UK) Ltd 1 n/a 1 None. None. Cirrus Logic Semiconductor (Shanghai) Co., supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Ltd. 1 Cirrus Logic International (the “Borrower”), Fifth Third Bank, as Administrative Agent UK) Ltd 1 n/a 1 None. None. Cirrus Logic International (“Administrative Agent”), Spain) S.L. 3,000 Cirrus Logic International (UK) Ltd 3,000 n/a 3,000 None. None. SCHEDULE 7.9 Pension Plans and each lender from time to time party thereto (the “Lenders”)Multiemployer Plans None. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.SCHEDULE 7.13 Labor and Collective Bargaining Agreements None. SCHEDULE 7.18 Real Property Owned – Domestic
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General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and the other parties to the Credit Agreement and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. Exhibit B EXHIBIT B-1 G-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN LENDERS; NOT PARTNERSHIPS) (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Senior Secured Superpriority Debtor-In-Possession Credit Agreement Agreement, dated as of November 5May 19, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) (unless otherwise defined herein, each capitalized term used herein has the meaning assigned to such term in the Credit Agreement), among Kentucky Power Company (Ultra Resources, Inc., a Delaware corporation, as Borrower, the “Borrower”)Parent Guarantor, Fifth Third BankWilmington Trust, National Association, as Administrative Agent, and each lender the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: :_________ __, 20[ [_] EXHIBIT B-2 G-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS; NOT PARTNERSHIPS) (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Senior Secured Superpriority Debtor-In-Possession Credit Agreement Agreement, dated as of November 5May 19, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) (unless otherwise defined herein, each capitalized term used herein has the meaning assigned to such term in the Credit Agreement), among Kentucky Power Company (Ultra Resources, Inc., a Delaware corporation, as Borrower, the “Borrower”)Parent Guarantor, Fifth Third BankWilmington Trust, National Association, as Administrative Agent, and each lender the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: :_________ __, 20[ [_] EXHIBIT B-3 G-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS; PARTNERSHIPS) (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Senior Secured Superpriority Debtor-In-Possession Credit Agreement Agreement, dated as of November 5May 19, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) (unless otherwise defined herein, each capitalized term used herein has the meaning assigned to such term in the Credit Agreement), among Kentucky Power Company (Ultra Resources, Inc., a Delaware corporation, as Borrower, the “Borrower”)Parent Guarantor, Fifth Third BankWilmington Trust, National Association, as Administrative Agent, and each lender the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: :_________ __, 20[ [_] EXHIBIT B-4 G-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN LENDERS; PARTNERSHIPS) (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Senior Secured Superpriority Debtor-In-Possession Credit Agreement Agreement, dated as of November 5May 19, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) (unless otherwise defined herein, each capitalized term used herein has the meaning assigned to such term in the Credit Agreement), among Kentucky Power Company (Ultra Resources, Inc., a Delaware corporation, as Borrower, the “Borrower”)Parent Guarantor, Fifth Third BankWilmington Trust, National Association, as Administrative Agent, and each lender the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY W- 8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: :_________ __, 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.[_]
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B Form of Assignment and Assumption EXHIBIT B-1 C-2 FORM OF ADMINISTRATIVE QUESTIONNAIRE [TO BE COMPLETED BY EACH LENDER ON FORM PROVIDED DIRECTLY BY ADMINISTRATIVE AGENT] Form of Administrative Questionnaire EXHIBIT D-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November September 5, 2014 2014, among Xxxxxx.xxx, Inc. (as amended, supplemented or otherwise modified from time to time, the “Credit AgreementCompany”), among Kentucky Power certain Subsidiaries of the Company (the “Borrower”)party thereto as Designated Borrowers pursuant thereto, Fifth Third Bank, as Administrative Agent, and each lender Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: ____________ ___, 20[ ] _____ U.S. Tax Compliance Certificate EXHIBIT B-2 D-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November September 5, 2014 2014, among Xxxxxx.xxx, Inc. (as amended, supplemented or otherwise modified from time to time, the “Credit AgreementCompany”), among Kentucky Power certain Subsidiaries of the Company (the “Borrower”)party thereto as Designated Borrowers pursuant thereto, Fifth Third Bank, as Administrative Agent, and each lender Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ____________ ___, 20[ ] _____ U.S. Tax Compliance Certificate EXHIBIT B-3 D-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November September 5, 2014 2014, among Xxxxxx.xxx, Inc. (as amended, supplemented or otherwise modified from time to time, the “Credit AgreementCompany”), among Kentucky Power certain Subsidiaries of the Company (the “Borrower”)party thereto as Designated Borrowers pursuant thereto, Fifth Third Bank, as Administrative Agent, and each lender Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ____________ ___, 20[ ] _____ U.S. Tax Compliance Certificate EXHIBIT B-4 D-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November September 5, 2014 2014, among Xxxxxx.xxx, Inc. (as amended, supplemented or otherwise modified from time to time, the “Credit AgreementCompany”), among Kentucky Power certain Subsidiaries of the Company (the “Borrower”)party thereto as Designated Borrowers pursuant thereto, Fifth Third Bank, as Administrative Agent, and each lender Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. U.S. Tax Compliance Certificate Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: ____________ ___, 20[ ] _____ U.S. Tax Compliance Certificate EXHIBIT C E-1 FORM OF DESIGNATED BORROWER REQUEST FOR FACILITY INCREASE AND ASSUMPTION AGREEMENT Date: ____________ ___, 20 Fifth Third Bank_____ To: Bank of America, N.A., as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MDLadies and Gentlemen: 109047 XxxxxxxxxxThis Designated Borrower Request and Assumption Agreement is made and delivered pursuant to Section 2.14 of that certain Credit Agreement, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November September 5, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Kentucky Power Company Xxxxxx.xxx, Inc. (the “BorrowerCompany”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender certain Subsidiaries of the Company from time to time party thereto pursuant thereto (each a “Designated Borrower” and, together with the Company, the “LendersBorrowers” and each a “Borrower”), each Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, and reference is made thereto for full particulars of the matters described therein. Capitalized All capitalized terms used in this Designated Borrower Request and Assumption Agreement and not otherwise defined herein shall have the meanings assigned to such terms them in the Credit Agreement. Each of ______________________ (the “Designated Borrower”) and the Company hereby request that the Designated Borrower be entitled to receive Loans under the Credit Agreement. The Designated Borrower understands, acknowledges and agrees that (a) it shall not have any right to request any Loans for its account until the effective date designated by the Administrative Agent in a Designated Borrower Notice delivered to the Company and the Lenders pursuant to Section 2.14 of the Credit Agreement , and (b) effective as of the date of the Designated Borrower Notice for such Designated Borrower, it shall assume the obligations of a Designated Borrower under the Credit Agreement.
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Samples: Credit Agreement (Amazon Com Inc)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkIndiana. Exhibit B EXHIBIT B-1 D-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 [ ] (as amended, supplemented or otherwise modified from time to time, the “"Credit Agreement”"), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent[ ], and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 3.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue CodeCode and (v) the interest payments in question are not effectively connected with the undersigned's conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By NameBy: Name Title: Date: ______________ ___, 20[ ] EXHIBIT B-2 D-2 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of [ ] (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among [ ], and each lender from time to time party thereto. Pursuant to the provisions of Section 3.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned's or its partners/members' conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name Title: Date: ______________ ___, 20[ ] EXHIBIT D-3 [FORM OF] U.S. TAX CERTIFICATE (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 [ ] (as amended, supplemented or otherwise modified from time to time, the “"Credit Agreement”"), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent[ ], and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 3.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) the interest payments in question are not effectively connected with the undersigned's conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By NameBy: Name Title: Date: ______________ ___, 20[ ] EXHIBIT B-3 D-4 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 [ ] (as amended, supplemented or otherwise modified from time to time, the “"Credit Agreement”"), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent[ ], and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 3.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) the interest payments in question are not effectively connected with the undersigned's or its partners/members' conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms an IRS Form W-8BEN from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By NameBy: Name Title: Date: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.:
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Credit Agreement dated as of November 5April 6, 2014 2020 (as amended, supplemented restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Xxxxxx Restaurants, Inc., a Florida corporation (the “Borrower”), Fifth Third BankBank of America, N.A., as administrative agent (the “Administrative Agent”), and each lender the Lenders from time to time party theretothereto (each a “Lender”, and collectively, the “Lenders”), and Xxxxx Fargo Bank National Association, a national banking association, as syndication agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Agreement. Pursuant to the provisions of Section 2.13 3.01(f) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (iib) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iiic) it is not a ten “10 percent shareholder shareholder” of the any Borrower within the meaning of Section 871(h)(3)(B871(c)(3)(B) of the Internal Revenue Code and (ivd) it is not a “controlled foreign corporation corporation” related to the any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN W-8BEN-E or IRS Form W-8BEN-E. , as applicable. By executing this certificate, the undersigned agrees that (1a) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Agent and (2b) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-2 FORM OF __ U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Credit Agreement dated as of November 5April 6, 2014 2020 (as amended, supplemented restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Xxxxxx Restaurants, Inc., a Florida corporation (the “Borrower”), Fifth Third BankBank of America, N.A., as administrative agent (the “Administrative Agent”), and each lender the Lenders from time to time party theretothereto (each a “Lender”, and collectively, the “Lenders”), and Xxxxx Fargo Bank National Association, a national banking association, as syndication agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Agreement. Pursuant to the provisions of Section 2.13 3.01(f) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (iib) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iiic) it is not a ten “10 percent shareholder shareholder” of the any Borrower within the meaning of Section 871(h)(3)(B871(c)(3)(B) of the Internal Revenue Code, Code and (ivd) it is not a “controlled foreign corporation corporation” related to the any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN W-8BEN-E or IRS Form W-8BEN-E. , as applicable. By executing this certificate, the undersigned agrees that (1a) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, writing and (2b) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] __ EXHIBIT B-3 FORM OF E-3 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Credit Agreement dated as of November 5April 6, 2014 2020 (as amended, supplemented restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Xxxxxx Restaurants, Inc., a Florida corporation (the “Borrower”), Fifth Third BankBank of America, N.A., as administrative agent (the “Administrative Agent”), and each lender the Lenders from time to time party theretothereto (each a “Lender”, and collectively, the “Lenders”), and Xxxxx Fargo Bank National Association, a national banking association, as syndication agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Agreement. Pursuant to the provisions of Section 2.13 3.01(f) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the participation in respect of which it is providing this certificate, (iib) its direct or indirect partners/members are the sole beneficial owners of such participation, (iiic) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (ivd) none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the any Borrower within the meaning of Section 871(h)(3)(B871(c)(3)(B) of the Internal Revenue Code and (ve) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (ia) an IRS Form W-8BEN or IRS Form W-8BEN-E or IRS Form W-8BEN, as applicable, or (iib) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W‑8BEN-E or IRS Form W-8BEN-E , as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-4 FORM OF __ U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Credit Agreement dated as of November 5April 6, 2014 2020 (as amended, supplemented restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Xxxxxx Restaurants, Inc., a Florida corporation (the “Borrower”), Fifth Third BankBank of America, N.A., as administrative agent (the “Administrative Agent”), and each lender the Lenders from time to time party theretothereto (each a “Lender”, and collectively, the “Lenders”), and Xxxxx Fargo Bank National Association, a national banking association, as syndication agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Agreement. Pursuant to the provisions of Section 2.13 3.01(f) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (iib) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iiic) with respect to the extension of credit Loans pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (ivd) none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the any Borrower within the meaning of Section 871(h)(3)(B871(c)(3)(B) of the Internal Revenue Code and (ve) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (ia) an IRS Form W-8BEN or IRS Form W-8BEN-E or IRS Form W-8BEN, as applicable, or (iib) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E or IRS Form W-8BEN-E , as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Agent and (2ii) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE __ SCHEDULE 2.01 COMMITMENTS Lender Commitment Bank of America, 20 N.A. $75,000,000 U.S. Bank National Association $70,000,000 Truist Bank $55,000,000 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx National Association $40,000,000 Xxxxxxx Xxxxx Bank USA $30,000,000 Total $270,000,000 SCHEDULE 7.01 EXISTING MATERIAL LIENS None. SCHEDULE 10.02 ADMINISTRATIVE AGENT’S OFFICE, CERTAIN ADDRESSES FOR NOTICES BORROWER: Xxxxxx Xxxxx MDRestaurants, Inc. 0000 Xxxxxx Xxxxxx Drive Orlando, Florida 32837 Attention: 109047 XxxxxxxxxxXxxxxxx X. Xxxxx, XX 00000 FaxIII Telephone: (000-) 000-0000 TelElectronic Mail: 000-000-0000 Emailxxxxxx@xxxxxx.xxx Website Address: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.xxx.xxxxxx.xxx ADMINISTRATIVE AGENT:
Appears in 1 contract
Samples: Term Loan Credit Agreement (Darden Restaurants Inc)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 C-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Third Amended and Restated Credit Agreement Agreement, dated as of November 5June 3, 2014 2021 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Entergy Corporation, Citibank, N.A., as the administrative agent (the “BorrowerAdministrative Agent”), Fifth Third Bank, as Administrative Agent, and each lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 2.13 2.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(s) (as well as any Note(spromissory note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Administrative Agent and the Administrative AgentBorrower, and (2) the undersigned shall have at all times furnished the Borrower Administrative Agent and the Administrative Agent Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-2 C-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Third Amended and Restated Credit Agreement Agreement, dated as of November 5June 3, 2014 2021 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Entergy Corporation, Citibank, N.A., as the administrative agent (the “BorrowerAdministrative Agent”), Fifth Third Bank, as Administrative Agent, and each lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 2.13 2.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-3 C-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Third Amended and Restated Credit Agreement Agreement, dated as of November 5June 3, 2014 2021 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Entergy Corporation, Citibank, N.A., as the administrative agent (the “BorrowerAdministrative Agent”), Fifth Third Bank, as Administrative Agent, and each lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 2.13 2.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-4 C-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Third Amended and Restated Credit Agreement Agreement, dated as of November 5June 3, 2014 2021 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Entergy Corporation, Citibank, N.A., as the administrative agent (the “BorrowerAdministrative Agent”), Fifth Third Bank, as Administrative Agent, and each lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 2.13 2.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(spromissory note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(spromissory note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Administrative Agent and the Administrative AgentBorrower, and (2) the undersigned shall have at all times furnished the Borrower Administrative Agent and the Administrative Agent Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.]
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption shall be governed by, and construed in accordance with, the law internal laws of the State of New YorkYork without regard to conflict of laws principles thereof. Exhibit B EXHIBIT B-1 FORM OF U.S. F-0 XX XXXXXX XXXXXXXXX XXXXXX XXXXXX TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Lenders That Are Not Treated As Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit that certain Amended and Restated Senior Secured Term Loan Facility Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of December 5, 2016, by and among Kentucky Power Company (Ocwen Loan Servicing, LLC, as the “Borrower”), Fifth Third BankOcwen Financial Corporation, as Parent, certain Subsidiaries of Parent, as Subsidiary Guarantors, the Lenders party thereto from time to time, and Barclays Bank PLC, as Administrative Agent and Collateral Agent, and each lender from time . Capitalized terms used herein but not otherwise defined shall have the meaning given to time party theretosuch term in the Agreement. Pursuant to the provisions of Section 2.13 2.18(c) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and Code, (iv) it is not a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) no payments in connection with the Loan Documents are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E. E or W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Agent in writing and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made by the Borrower or the Administrative Agent to the undersigned, or in either of the two calendar years preceding such paymentspayment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By Name: Title: Date: , 20[ ] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income F-0-0 Xxxx xx Xxxxxx Xxxxxx Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.Compliance Certificate
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General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 D [RESERVED] EXHIBIT E FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax PurposesThis certificate is delivered pursuant to Section 2.15(e) Reference is hereby made to of the Credit Agreement Agreement, dated as of November 5August 18, 2014 2021 (as amended, amended and restated, restated, supplemented or otherwise modified from time to timetime in accordance with its terms, the “Credit Agreement”)) among XXXXXXX INTERNATIONAL, among Kentucky Power Company INC. (the “Borrower”), Fifth Third BankXXXXXXX RESTAURANT CORPORATION, as a Guarantor, XXXXXXX FLORIDA, INC., as a Guarantor, XXXXXXX TEXAS, INC., as a Guarantor, XXXXXXX INTERNATIONAL PAYROLL COMPANY, L.P., the Guarantor, the Banks party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of Capitalized terms defined in the Credit Agreement, Agreement are used herein with the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the same meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Codeunless otherwise defined herein. The undersigned has furnished hereby represents and warrants to the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By Name: Title: Date: , 20[ ] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.that:
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General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New York. Exhibit B EXHIBIT B-1 E-1 FORM OF U.S. UNITED STATES TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Xxxxxxx and Restated Credit Agreement Agreement, dated as of November 529, 2014 2021 (as may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company NMI HOLDINGS, INC., a Delaware corporation (the “BorrowerCompany”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Agent”). Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Pursuant to the provisions of Section 2.13 3.01(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, and (iii) it is not a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code Code, and (iv) it is not a “controlled foreign corporation corporation” related to the Borrower Company as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Company with a certificate of its non-U.S. Person person status on IRS Form W-8BEN W- 8BEN or IRS Form W-8BEN-W- 8BEN- E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, Agent and (2) the undersigned shall have at all times furnished furnish the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made by the Company or the Agent to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementpayment. [NAME OF XXXXXXLender] By By: Name: Title: Date[Address] Dated: _______________________, 20202[ ] EXHIBIT B-2 E-2 FORM OF U.S. UNITED STATES TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Xxxxxxx and Restated Credit Agreement Agreement, dated as of November 529, 2014 2021 (as may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company NMI HOLDINGS, INC., a Delaware corporation (the “BorrowerCompany”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Agent”). Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Pursuant to the provisions of Section 2.13 3.01(f) and 10.07(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a “controlled foreign corporation corporation” related to the Borrower Company as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementpayment. [NAME OF PARTICIPANTSignature Page Follows] By [Lender] By: Name: Title: Date[Address] Dated: _______________________, 20202[ ] EXHIBIT B-3 E-3 FORM OF U.S. UNITED STATES TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Xxxxxxx and Restated Credit Agreement Agreement, dated as of November 529, 2014 2021 (as may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company NMI HOLDINGS, INC., a Delaware corporation (the “BorrowerCompany”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Agent”). Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Pursuant to the provisions of Section 2.13 3.01(f) and 10.07(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code Code, and (v) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the Borrower Company as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or an IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or an IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementpayment. [NAME OF PARTICIPANTSignature Page Follows] By [Participant] By: Name: Title: Date[Address] Dated: _______________________, 20202[ ] EXHIBIT B-4 E-4 FORM OF U.S. UNITED STATES TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Xxxxxxx and Restated Credit Agreement Agreement, dated as of November 529, 2014 2021 (as may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company NMI HOLDINGS, INC., a Delaware corporation (the “BorrowerCompany”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Agent”). Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Pursuant to the provisions of Section 2.13 3.01(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code Code, and (v) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the Borrower Company as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or an IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or an IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, Agent and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent in writing with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made by the Company or the Agent to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementpayment. [NAME OF PARTICIPANTSignature Page Follows] By [Participant] By: Name: Title: Date[Address] Dated: _______________________, 20202[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.]
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax electronic mail shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5December 18, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)WDB Holding PA, Fifth Third BankInc., as Administrative Agent, and each lender Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-non- U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By By: Name: Title: Date: , 20[ ] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5December 18, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)WDB Holding PA, Fifth Third BankInc., as Administrative Agent, and each lender Lender from time to time party thereto, and Acquiom Agency Services LLC, as Administrative Agent. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.,
Appears in 1 contract
Samples: Credit Agreement (TerrAscend Corp.)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 Form of Assignment and Assumption to Term Loan Agreement dated as of July 9, 2021 by and among Coca-Cola Consolidated, Inc., as Borrower, the lenders party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent FORM OF U.S. TAX COMPLIANCE CERTIFICATE (NON-PARTNERSHIP FOREIGN LENDERS) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Term Loan Agreement dated as of November 5July 9, 2014 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Kentucky Power Company Coca-Cola Consolidated, Inc., a Delaware corporation (the “Borrower”), Fifth Third the lenders who are or may become a party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent, . Capitalized terms used herein and each lender from time to time party theretonot defined herein shall have the meanings assigned thereto in the Credit Agreement. Pursuant to the provisions of Section 2.13 4.11 of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (iib) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iiic) it is not a ten percent (10%) shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (ivd) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1a) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Agent and (2b) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT B-2 20 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) to Term Loan Agreement dated as of July 9, 2021 by and among Coca-Cola Consolidated, Inc., as Borrower, the lenders party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent FORM OF U.S. TAX COMPLIANCE CERTIFICATE (NON-PARTNERSHIP FOREIGN PARTICIPANTS) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Term Loan Agreement dated as of November 5July 9, 2014 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Kentucky Power Company Coca-Cola Consolidated, Inc., a Delaware corporation (the “Borrower”), Fifth Third the lenders who are or may become a party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent, . Capitalized terms used herein and each lender from time to time party theretonot defined herein shall have the meanings assigned thereto in the Credit Agreement. Pursuant to the provisions of Section 2.13 4.11 of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (iib) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iiic) it is not a ten percent (10%) shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code, Code and (ivd) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1a) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, writing and (2b) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-3 20 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) to Term Loan Agreement dated as of July 9, 2021 by and among Coca-Cola Consolidated, Inc., as Borrower, the lenders party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANT PARTNERSHIPS) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Term Loan Agreement dated as of November 5July 9, 2014 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Kentucky Power Company Coca-Cola Consolidated, Inc., a Delaware corporation (the “Borrower”), Fifth Third the lenders who are or may become a party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent, . Capitalized terms used herein and each lender from time to time party theretonot defined herein shall have the meanings assigned thereto in the Credit Agreement. Pursuant to the provisions of Section 2.13 4.11 of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the participation in respect of which it is providing this certificate, (iib) its direct or indirect partners/members are the sole beneficial owners of such participation, (iiic) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (ivd) none of its direct or indirect partners/members is a ten percent (10%) shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (ve) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (ia) an IRS Form W-8BEN or IRS Form W-8BEN-E or (iib) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-4 20 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) to Term Loan Agreement dated as of July 9, 2021 by and among Coca-Cola Consolidated, Inc., as Borrower, the lenders party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN LENDER PARTNERSHIPS) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Term Loan Agreement dated as of November 5July 9, 2014 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Kentucky Power Company Coca-Cola Consolidated, Inc., a Delaware corporation (the “Borrower”), Fifth Third the lenders who are or may become a party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent, . Capitalized terms used herein and each lender from time to time party theretonot defined herein shall have the meanings assigned thereto in the Credit Agreement. Pursuant to the provisions of Section 2.13 4.11 of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (iib) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iiic) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (ivd) none of its direct or indirect partners/members is a ten percent (10%) shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (ve) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (ia) an IRS Form W-8BEN or IRS Form W-8BEN-E or (iib) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Agent and (2ii) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. Unless otherwise [NAME OF LENDER] By: Name: Title: Date: , 20 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT I to Term Loan Agreement dated as of July 9, 2021 by and among Coca-Cola Consolidated, Inc., as Borrower, the lenders party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent FORM OF OPINION OF COUNSEL [To be attached.] [Letterhead of Xxxxx & Xxx Xxxxx PLLC] July 9, 2021 Xxxxx Fargo Bank, National Association, as Administrative Agent MAC D1109-019 0000 Xxxx X.X. Xxxxxx Blvd. Charlotte, NC 28262 Attention of: Syndication Agency Services The Lenders party to the Loan Agreement as of the date hereof Ladies and Gentlemen: We have acted as counsel to Coca-Cola Consolidated, Inc., a Delaware corporation (the “Company”), in connection with that certain Term Loan Agreement, dated as of the date hereof (the “Loan Agreement”), by and among the Company, the lenders party thereto (collectively, the “Lenders”) and Xxxxx Fargo Bank, National Association, as administrative agent (the “Agent”). This opinion letter is delivered to you at the Company’s request pursuant to Section 5.1(d) of the Loan Agreement. All capitalized terms used in this opinion letter that are not defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: For purposes of rendering our opinion set forth herein, 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE we have reviewed originals or copies, 20 Fifth Third Bankcertified or otherwise identified to our satisfaction, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxxof the following documents (collectively, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement the “Loan Documents”), each of which (unless otherwise noted) is dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.date hereof:
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature (as defined in the Credit Agreement) or delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax any Electronic System (as defined in the Credit Agreement) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkMichigan. Exhibit B EXHIBIT B-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Third Amended and Restated Credit Agreement dated as of November 5October 18, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Altair Engineering Inc., the “Borrower”)Lenders party hereto, Fifth Third and JPMorgan Chase Bank, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner Beneficial Owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Representative with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Representative and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT B-2 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Third Amended and Restated Credit Agreement dated as of November 5October 18, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Altair Engineering Inc., the “Borrower”)Lenders party hereto, Fifth Third and JPMorgan Chase Bank, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner Beneficial Owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-3 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Third Amended and Restated Credit Agreement dated as of November 5October 18, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Altair Engineering Inc., the “Borrower”)Lenders party hereto, Fifth Third and JPMorgan Chase Bank, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners Beneficial Owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners Beneficial Owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-4 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Third Amended and Restated Credit Agreement dated as of November 5October 18, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Altair Engineering Inc., the “Borrower”)Lenders party hereto, Fifth Third and JPMorgan Chase Bank, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners Beneficial Owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Representative with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners Beneficial Owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Representative and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.]
Appears in 1 contract
Samples: Assignment and Assumption (Altair Engineering Inc.)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 FORM OF N EXHIBIT N-1 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement CREDIT AGREEMENT, dated as of November 5August 1, 2014 2013 (as amended, supplemented modified, extended or otherwise modified refinanced from time to time, the “Credit Agreement”), among Kentucky Power Company First Huntington Finance Corp., a Delaware corporation (the “Borrower”), Fifth Third BankToll Brothers, as Administrative AgentInc., and each lender from time to time party theretothereto (collectively, the “Lenders” and individually, a “Lender”), and Citibank, N.A., as Administrative Agent. Capitalized terms used herein but not otherwise defined shall have the meaning given to such term in the Credit Agreement. Pursuant to the provisions of Section 2.13 3.5 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoans(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and Code, (iv) it is not a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) the interest payments on the Loan(s) are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of at such times are as reasonably requested by the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in Borrower or the Credit Agreement and used herein shall have the meanings given to them in the Credit AgreementAdministrative Agent. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-2 FORM OF N-2 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement CREDIT AGREEMENT, dated as of November 5August 1, 2014 2013 (as amended, supplemented modified, extended or otherwise modified refinanced from time to time, the “Credit Agreement”), among Kentucky Power Company First Huntington Finance Corp., a Delaware corporation (the “Borrower”), Fifth Third BankToll Brothers, as Administrative AgentInc., and each lender from time to time party theretothereto (collectively, the “Lenders” and individually, a “Lender”), and Citibank, N.A., as Administrative Agent. Capitalized terms used herein but not otherwise defined shall have the meaning given to such term in the Credit Agreement. Pursuant to the provisions of Section 2.13 3.5 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) the interest payments with respect to such participation are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writingwriting and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its inability to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of the two calendar years preceding at such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementtimes are as reasonably requested by such Lender. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-3 FORM OF N-3 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement CREDIT AGREEMENT, dated as of November 5August 1, 2014 2013 (as amended, supplemented modified, extended or otherwise modified refinanced from time to time, the “Credit Agreement”), among Kentucky Power Company First Huntington Finance Corp., a Delaware corporation (the “Borrower”), Fifth Third BankToll Brothers, as Administrative AgentInc., and each lender from time to time party theretothereto (collectively, the “Lenders” and individually, a “Lender”), and Citibank, N.A., as Administrative Agent. Capitalized terms used herein but not otherwise defined shall have the meaning given to such term in the Credit Agreement. Pursuant to the provisions of Section 2.13 3.5 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio interest exemption is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and Code, (v) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) the interest payments with respect to such participation are not effectively connected with the conduct of a U.S. trade or business by the undersigned or any direct or indirect partners/members that are claiming the portfolio interest exemption. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an and IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its inability to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of the two calendar years preceding at such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementtimes are as reasonably requested by such Lender. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-4 FORM OF N-4 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement CREDIT AGREEMENT, dated as of November 5August 1, 2014 2013 (as amended, supplemented modified, extended or otherwise modified refinanced from time to time, the “Credit Agreement”), among Kentucky Power Company First Huntington Finance Corp., a Delaware corporation (the “Borrower”), Fifth Third BankToll Brothers, as Administrative AgentInc., and each lender from time to time party theretothereto (collectively, the “Lenders” and individually, a “Lender”), and Citibank, N.A., as Administrative Agent. Capitalized terms used herein but not otherwise defined shall have the meaning given to such term in the Credit Agreement. Pursuant to the provisions of Section 2.13 3.5 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members that is claiming the portfolio interest exemption is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and Code, (v) none of its direct or indirect partners/members that is claiming the portfolio interest exemption is a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) the interest payments on the Loan(s) are not effectively connected with the conduct of a U.S. trade or business by the undersigned or any direct or indirect partners/members that are claiming the portfolio interest exemption. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms an IRS Form W-8BEN from each of its partners/members that is claiming the portfolio interest exemption (or an IRS Form W-8 IMY accompanied by an IRS Form W-8 BEN from each of such partners/members beneficial owners claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of at such times are as reasonably requested by the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in Borrower or the Credit Agreement and used herein shall have the meanings given to them in the Credit AgreementAdministrative Agent. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.:
Appears in 1 contract
Samples: Credit Agreement (Toll Brothers Inc)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance withwith and governed by, the law of the State of New York. Exhibit B EXHIBIT B-1 J-1 FORM OF U.S. SECTION 10.15(a) US TAX COMPLIANCE CERTIFICATE (For Foreign Non-US Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Lien Credit Agreement dated as of November 5July 20, 2014 2012 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Kentucky Power Brasa Merger Sub Inc., a Delaware corporation, to be merged with and into Brasa (Holdings) Inc., a Delaware corporation (the “Company”), upon the consummation of the Acquisition, with the Company as the survivor (the “Borrower”), Fifth Third BankBrasa (Purchaser) Inc., as Administrative Agenta Delaware corporation (“Holdings”), and each lender from time to time party thereto, and Wilmington Trust, National Association, as Administrative Agent. Pursuant to the provisions of Section 2.13 10.15(a) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) it is not a ten 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) or 881(c)(3)(B) of the Internal Revenue Code and Code, (iv) it is not a “controlled foreign corporation related to the Borrower as corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) it is not receiving any payment in connection with any Loan Document that is effectively connected with a U.S. trade or business conducted by the undersigned. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By Name: Title: Date: , 20[ ] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Agent in writing and (2) the undersigned shall have at all times furnished furnish the Borrower and the Administrative Agent with a properly completed and currently effective certificate and an Internal Revenue Service Form W-8BEN in either the calendar year in which each any payment is to be made by the Borrower or the Administrative Agent to the undersigned, or in either of the two calendar years preceding any such payments. Unless otherwise defined hereinpayment, terms defined after the occurrence of any event requiring a change in the Credit Agreement most recent form, certificate or evidence previously delivered by it to the Borrower and used herein shall have the meanings given Administrative Agent and from time to them in time thereafter if reasonably requested by the Credit AgreementBorrower or the Administrative Agent. [NAME OF PARTICIPANTLENDER] By By: Name: Title: DateDated: , 20[ ] EXHIBIT C J-2 FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.OF
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature (as defined in the Credit Agreement) or delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax any Electronic System (as defined in the Credit Agreement) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New YorkMichigan. Exhibit B EXHIBIT B-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 5June 14, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Altair Engineering, Inc., the “Borrower”)Foreign Subsidiary Borrowers, Fifth Third the Lenders party hereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner Beneficial Owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the any Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Representative with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Representative and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT B-2 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 5June 14, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Altair Engineering, Inc., the “Borrower”)Foreign Subsidiary Borrowers, Fifth Third the Lenders party hereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner Beneficial Owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the any Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-3 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 5June 14, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Altair Engineering, Inc., the “Borrower”)Foreign Subsidiary Borrowers, Fifth Third the Lenders party hereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners Beneficial Owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the any Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners Beneficial Owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-4 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 5June 14, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Altair Engineering, Inc., the “Borrower”)Foreign Subsidiary Borrowers, Fifth Third the Lenders party hereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners Beneficial Owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the any Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the any Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Representative with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners Beneficial Owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Representative and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This First Amendment to Second Amended and Restated Credit Agreement, 20 Fifth Third dated as of September 28, 2017 (this “Amendment”), is among Altair Engineering Inc. (“Altair Engineering”), any Foreign Subsidiary Borrowers party hereto (the “Foreign Subsidiary Borrowers”, and collectively with Altair Engineering, the “Borrowers”), the Lenders party hereto, and JPMorgan Chase Bank, N.A., as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New YorkYork (including Sections 5-1401 and 5-1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules). Exhibit B Annex 1 to Assignment and Assumption EXHIBIT B-1 E-1 [FORM OF U.S. TAX COMPLIANCE CERTIFICATE] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Credit Agreement dated as of November 5May 25, 2014 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), Fifth Third the Lenders from time to time parties thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E (or any successor form). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: ________ __, 20[ [__] EXHIBIT B-2 E-2 [FORM OF U.S. TAX COMPLIANCE CERTIFICATE] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Credit Agreement dated as of November 5May 25, 2014 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), Fifth Third the Lenders from time to time parties thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(CSection881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E (or any successor form). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ [__] EXHIBIT B-3 E-3 [FORM OF U.S. TAX COMPLIANCE CERTIFICATE] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Credit Agreement dated as of November 5May 25, 2014 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), Fifth Third the Lenders from time to time parties thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor form) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ [__] EXHIBIT B-4 E-4 [FORM OF U.S. TAX COMPLIANCE CERTIFICATE] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Credit Agreement dated as of November 5May 25, 2014 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), Fifth Third the Lenders from time to time parties thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor form) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: ________ __, 20[ [__] EXHIBIT C F FORM OF REQUEST FOR FACILITY INCREASE SOLVENCY CERTIFICATE [ ], 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: 20__ This Solvency Certificate is delivered pursuant to Section 3.2(b) of the Term Loan Credit Agreement dated as of November 5May 25, 2014 2022 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Intercontinental Exchange, Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender the Lenders from time to time party thereto (the “Lenders”)parties thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.. The undersigned hereby certifies, solely in his capacity as an officer of the Borrower and not in his individual capacity, as follows:
Appears in 1 contract
Samples: Term Loan Credit Agreement (Intercontinental Exchange, Inc.)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B Assignment and Assumption EXHIBIT B-1 E-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For for U.S. Federal Income Tax Purposes) Reference is hereby made to the 364-Day Credit Agreement dated as of November 5April 11, 2014 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Thermo Xxxxxx Scientific Inc., a Delaware corporation (the “BorrowerCompany”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party theretothereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] U.S. Tax Compliance Certificate EXHIBIT B-2 E-2 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the 364-Day Credit Agreement dated as of November 5April 11, 2014 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Thermo Xxxxxx Scientific Inc., a Delaware corporation (the “BorrowerCompany”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party theretothereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] U.S. Tax Compliance Certificate EXHIBIT B-3 E-3 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the 364-Day Credit Agreement dated as of November 5April 11, 2014 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Thermo Xxxxxx Scientific Inc., a Delaware corporation (the “BorrowerCompany”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party theretothereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] U.S. Tax Compliance Certificate EXHIBIT B-4 E-4 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the 364-Day Credit Agreement dated as of November 5April 11, 2014 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Thermo Xxxxxx Scientific Inc., a Delaware corporation (the “BorrowerCompany”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party theretothereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.]
Appears in 1 contract
Samples: Assignment and Assumption (Thermo Fisher Scientific Inc.)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 FORM OF H-1 Form of U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5October 25, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Shiloh Industries, Inc., an Delaware corporation (the “Company”), Shiloh Holdings Netherlands B.V., a besloten vennootschap organized under the laws of the Netherlands (the “Dutch Borrower”), Fifth Third Bankthe Guarantors, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender, Dutch Swing Line Lender and each lender from time to time party theretoL/C Issuer. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Company or the Dutch Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Company or the Dutch Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with two copies of a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20201[ ] EXHIBIT B-2 FORM OF CHAR1\1364528v5 Exhibit H-2 Form of U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5October 25, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Shiloh Industries, Inc., a Delaware corporation (the “Company”), Shiloh Holdings Netherlands B.V., a besloten vennootschap organized under the laws of the Netherlands (the “Dutch Borrower”), Fifth Third Bankthe Guarantors, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender, Dutch Swing Line Lender and each lender from time to time party theretoL/C Issuer. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Company or the Dutch Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Company or the Dutch Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with two copies of a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20201[ ] EXHIBIT B-3 FORM OF Exhibit H-3 Form of U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5October 25, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Shiloh Industries, Inc., a Delaware corporation (the “Company”), Shiloh Holdings Netherlands B.V., a besloten vennootschap organized under the laws of the Netherlands (the “Dutch Borrower”), Fifth Third Bankthe Guarantors, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender, Dutch Swing Line Lender and each lender from time to time party theretoL/C Issuer. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Company or the Dutch Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Company or the Dutch Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with two copies of a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20201[ ] EXHIBIT B-4 CHAR1\1364528v5 CHAR1\1364528v5 Exhibit H-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5October 25, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Shiloh Industries, Inc., a Delaware corporation (the “Company”), Shiloh Holdings Netherlands B.V., a besloten vennootschap organized under the laws of the Netherlands (the “Dutch Borrower”), Fifth Third Bankthe Guarantors, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender, Dutch Swing Line Lender and each lender from time to time party theretoL/C Issuer. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Company or the Dutch Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Company or the Dutch Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with two copies of a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20201[ ] EXHIBIT C Exhibit I FORM OF REQUEST FOR FACILITY INCREASE SEcured party designation notice Date: _________, 20 Fifth Third Bank201_ To: Bank of America, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MDN.A. Agency Management 000 X. XxXxxxx Street Mail Code: 109047 XxxxxxxxxxIL4-135-05-41 Xxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxx Phone: 000-000-0000 Fax: 000-000-0000 TelElectronic Mail: 000-000-0000 Emailxxxxxxx.xxxxxxx@xxxx.xxx Ladies and Gentlemen: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5THIS SECURED PARTY DESIGNATION NOTICE (this “Designation Notice”) is made by _______________________, 2014 a ______________ corporation (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement[Treasury Management Bank/Swap Bank]”), among Kentucky Power Company to Bank of America, N.A. (the “BorrowerBank of America”), Fifth Third Bankas administrative agent under the Credit Agreement referred to below (in such capacity, as Administrative Agent (together with its successors and assigns in such capacity, the “Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized All capitalized terms not defined herein shall have the meanings assigned meaning ascribed to such terms them in the Credit Agreement.
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General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law internal laws of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York). Exhibit B EXHIBIT B-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5December 17, 2014 2021, by and among Performant Financial Corporation, a Delaware corporation (the “Borrower”), the Guarantors party thereto, the Lenders party thereto, and MUFG Union Bank, N.A., as Administrative Agent (as amendedextended, supplemented renewed, amended or otherwise modified restated from time to time, the “Credit Agreement”), among Kentucky Power Company (. Terms defined in the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party theretoCredit Agreement are used herein with the same meaning. Pursuant to the provisions of Section 2.13 4.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: DateXxxx: , 20[ [_] EXHIBIT B-2 I-2 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5December 17, 2014 2021, by and among Performant Financial Corporation, a Delaware corporation (the “Borrower”), the Guarantors party thereto, the Lenders party thereto, and MUFG Union Bank, N.A., as Administrative Agent (as amendedextended, supplemented renewed, amended or otherwise modified restated from time to time, the “Credit Agreement”), among Kentucky Power Company (. Terms defined in the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party theretoCredit Agreement are used herein with the same meaning. Pursuant to the provisions of Section 2.13 4.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ [_] EXHIBIT B-3 I-3 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5December 17, 2014 2021, by and among Performant Financial Corporation, a Delaware corporation (the “Borrower”), the Guarantors party thereto, the Lenders party thereto, and MUFG Union Bank, N.A., as Administrative Agent (as amendedextended, supplemented renewed, amended or otherwise modified restated from time to time, the “Credit Agreement”), among Kentucky Power Company (. Terms defined in the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party theretoCredit Agreement are used herein with the same meaning. Pursuant to the provisions of Section 2.13 4.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ [_] EXHIBIT B-4 I-4 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5December 17, 2014 2021, by and among Performant Financial Corporation, a Delaware corporation (the “Borrower”), the Guarantors party thereto, the Lenders party thereto, and MUFG Union Bank, N.A., as Administrative Agent (as amendedextended, supplemented renewed, amended or otherwise modified restated from time to time, the “Credit Agreement”), among Kentucky Power Company (. Terms defined in the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party theretoCredit Agreement are used herein with the same meaning. Pursuant to the provisions of Section 2.13 4.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: DateXxxx: , 20[ [_] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third SCHEDULE 2.1 COMMITMENTS Name of Lender Initial Term Loan Commitment Revolving Credit Commitment MUFG Union Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.N.A. $20,000,000 $0 Total $20,000,000 $0
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General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit Form of Assignment and Assumption EXHIBIT B [Reserved] EXHIBIT B-1 C-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Term Loan Credit Agreement Agreement, dated as of November 5March 16, 2014 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Ingredion Incorporated, Bank of America, N.A. as initial lender, the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 2.17(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN W-8BENE (or IRS Form W-8BEN-E. , as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] U.S. Tax Compliance Certificate EXHIBIT B-2 C-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Term Loan Credit Agreement Agreement, dated as of November 5March 16, 2014 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Ingredion Incorporated, Bank of America, N.A. as initial lender, the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 2.17(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN W-8BENE (or IRS Form W-8BEN-E. , as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] U.S. Tax Compliance Certificate EXHIBIT B-3 C-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Term Loan Credit Agreement Agreement, dated as of November 5March 16, 2014 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Ingredion Incorporated, Bank of America, N.A. as initial lender, the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 2.17(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan credit agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BENE (or IRS Form W-8BEN-E , as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BENE (or IRS Form W-8BEN-E , as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] U.S. Tax Compliance Certificate EXHIBIT B-4 C-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Term Loan Credit Agreement Agreement, dated as of November 5March 16, 2014 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Ingredion Incorporated, Bank of America, N.A. as initial lender, the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 2.17(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Credit Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan credit agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BENE (or IRS Form W-8BEN-E , as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BENE (or IRS Form W-8BEN-E , as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.]
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B Form of Assignment and Assumption EXHIBIT B-1 E [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 522, 2014 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company EBAY INC., a Delaware corporation (the “Borrower”), Fifth Third Bankthe Designated Borrowers from time to time parties thereto, as Administrative Agent, and each lender from time to time party theretothereto (collectively, the “Lenders” and individually, a “Lender”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT B-2 U.S. Tax Compliance Form of Tax Certificate [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 522, 2014 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company EBAY INC., a Delaware corporation (the “Borrower”), Fifth Third Bankthe Designated Borrowers from time to time parties thereto, as Administrative Agent, and each lender from time to time party theretothereto (collectively, the “Lenders” and individually, a “Lender”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-3 U.S. Tax Compliance Form of Tax Certificate [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 522, 2014 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company EBAY INC., a Delaware corporation (the “Borrower”), Fifth Third Bankthe Designated Borrowers from time to time parties thereto, as Administrative Agent, and each lender from time to time party theretothereto (collectively, the “Lenders” and individually, a “Lender”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-4 U.S. Tax Compliance Form of Tax Certificate [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 522, 2014 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company EBAY INC., a Delaware corporation (the “Borrower”), Fifth Third Bankthe Designated Borrowers from time to time parties thereto, as Administrative Agent, and each lender from time to time party theretothereto (collectively, the “Lenders” and individually, a “Lender”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] U.S. Tax Compliance Form of Tax Certificate EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE F JOINDER AGREEMENT JOINDER AGREEMENT, 20 Fifth Third Bankdated as of , 201 , among (the “Subsidiary”), EBAY INC., a Delaware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Agent”) for the several banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement dated as of November 522, 2014 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”); terms defined therein being used herein as therein defined) by and among the Borrower, among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender Designated Borrowers from time to time party thereto (parties thereto, the “Lenders”). Capitalized terms not defined herein shall have Lenders and the meanings assigned to such terms in the Credit AgreementAdministrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Ebay Inc)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and the other parties to the Credit Agreement and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. Exhibit B EXHIBIT B-1 G-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN LENDERS; NOT PARTNERSHIPS) (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5April 12, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) (unless otherwise defined herein, each capitalized term used herein has the meaning assigned to such term in the Credit Agreement), among Kentucky Power Company (Ultra Resources, Inc., a Delaware corporation, as Borrower, the “Borrower”)Parent Guarantor, Fifth Third BankBank of Montreal, as Administrative Agent, and each lender the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT B-2 G-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS; NOT PARTNERSHIPS) (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5April 12, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) (unless otherwise defined herein, each capitalized term used herein has the meaning assigned to such term in the Credit Agreement), among Kentucky Power Company (Ultra Resources, Inc., a Delaware corporation, as Borrower, the “Borrower”)Parent Guarantor, Fifth Third BankBank of Montreal, as Administrative Agent, and each lender the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-3 G-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS; PARTNERSHIPS) (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5April 12, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) (unless otherwise defined herein, each capitalized term used herein has the meaning assigned to such term in the Credit Agreement), among Kentucky Power Company (Ultra Resources, Inc., a Delaware corporation, as Borrower, the “Borrower”)Parent Guarantor, Fifth Third BankBank of Montreal, as Administrative Agent, and each lender the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-4 G-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN LENDERS; PARTNERSHIPS) (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5April 12, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) (unless otherwise defined herein, each capitalized term used herein has the meaning assigned to such term in the Credit Agreement), among Kentucky Power Company (Ultra Resources, Inc., a Delaware corporation, as Borrower, the “Borrower”)Parent Guarantor, Fifth Third BankBank of Montreal, as Administrative Agent, and each lender the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C H FORM OF REQUEST FOR FACILITY COMMITMENT INCREASE CERTIFICATE [ ], 20 Fifth Third Bank20[ ] To: Bank of Montreal, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 XxxxxxxxxxUltra Resources, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Inc., a Delaware corporation (the “Borrower”), the Parent Guarantor, the Administrative Agent and certain Lenders and other agents have heretofore entered into a Credit Agreement Agreement, dated as of November 5April 12, 2014 2017 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”). Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Credit Agreement. This Commitment Increase Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned Lender has agreed (a) to increase its Commitment under the Credit Agreement effective [ ], 20[ ] (the “Increase Effective Date”) from $[ ] to $[ ] and (b) that it shall continue to be a party in all respects to the Credit Agreement and the other Loan Documents. With reference to Section 2.06(c)(iii) of the Credit Agreement, the Borrower hereby confirms that [Check Applicable Box]: ☐ There are, or if the Increase Effective Date is after the date hereof, there will be no Eurodollar Borrowings outstanding on the Increase Effective Date. ☐ There are, or if the Increase Effective Date is after the date hereof, there will be Eurodollar Borrowings outstanding on the Increase Effective Date and the Borrower will pay any compensation required by Section 5.02 of the Credit Agreement on the Increase Effective Date. With reference to Section 2.06(c)(ii)(H) of the Credit Agreement, the Borrower hereby confirms that, after giving effect to the increase in the Total Commitment contemplated hereby, no Borrowing Base Deficiency exists Very truly yours, ULTRA RESOURCES, INC., a Delaware corporation By: Name: Title: Accepted and Agreed: BANK OF MONTREAL, as Administrative Agent By: Name: Title: Accepted and Agreed: [Name of Increasing Lender] By: Name: Title: EXHIBIT I FORM OF ADDITIONAL LENDER CERTIFICATE [ ], 20[ ] To: Bank of Montreal, as Administrative Agent Ultra Resources, Inc., a Delaware corporation (the “Borrower”), Ultra Petroleum Corp., UP Energy Corporation, the Administrative Agent and certain Lenders and other agents have heretofore entered into a Credit Agreement, dated as of April 12, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned meaning given to such terms in the Credit Agreement. This Additional Lender Certificate is being delivered pursuant to Section 2.06(c) of the Credit Agreement. Please be advised that the undersigned Additional Lender has agreed (a) to become a Lender under the Credit Agreement effective [ ], 20[ ] (the “Additional Lender Effective Date”) with a Commitment of $[ ] and (b) that it shall be a party in all respects to the Credit Agreement and the other Loan Documents. This Additional Lender Certificate is being delivered to the Administrative Agent together with (i) if the Additional Lender is a Foreign Lender, any documentation required to be delivered by such Additional Lender pursuant to Section 5.03(g) of the Credit Agreement, duly completed and executed by the Additional Lender, and (ii) an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Additional Lender. [The [Borrower/Additional Lender] shall pay the processing and recordation fee payable to the Administrative Agent pursuant to Section 2.06(c)(ii)(J) of the Credit Agreement.]6 With reference to Section 2.06(c)(iii) of the Credit Agreement, the Borrower hereby confirms that [Check Applicable Box]: ☐ There are, or if the Additional Lender Effective Date is after the date hereof, there will be no Eurodollar Borrowings outstanding on the Additional Lender Effective Date. ☐ There are, or if the Additional Lender Effective Date is after the date hereof, there will be Eurodollar Borrowings outstanding on the Additional Lender Effective Date and the Borrower will pay any compensation required by Section 5.02 of the Credit Agreement on the Additional Lender Effective Date. With reference to Section 2.06(c)(ii)(H) of the Credit Agreement, the Borrower hereby confirms that, after giving effect to the increase in the Total Commitment contemplated hereby, no Borrowing Base Deficiency exists 6 Include, if applicable. Exhibit I Very truly yours, ULTRA RESOURCES, INC., a Delaware corporation By: Name: Title: Accepted and Agreed: BANK OF MONTREAL, As Administrative Agent By: Name: Title: Accepted and Agreed: [Name of Additional Lender] By: Name: Title:
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law Law of the State of New YorkTexas. Exhibit B EXHIBIT B-1 H-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5April 27, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Rosehill Operating Company, LLC, as Borrower”), Fifth Third PNC Bank, National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its nonNon-U.S. Person Lender status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20201[ ] EXHIBIT B-2 H-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5April 27, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Rosehill Operating Company, LLC, as Borrower”), Fifth Third PNC Bank, National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its nonNon-U.S. Person Lender status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20201[ ] EXHIBIT B-3 H-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5April 27, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Rosehill Operating Company, LLC, as Borrower”), Fifth Third PNC Bank, National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20201[ ] EXHIBIT B-4 H-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5April 27, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Rosehill Operating Company, LLC, as Borrower”), Fifth Third PNC Bank, National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20201[ ] EXHIBIT C FORM Exhibit H-4 – Solo Page SCHEDULE 7.05 LITIGATION None. [Remainder of Page Intentionally Left Blank] SCHEDULE 7.05 – PAGE 1 SCHEDULE 7.06 ENVIRONMENTAL MATTERS None. [Remainder of Page Intentionally Left Blank] SCHEDULE 7.06 – PAGE 1 SCHEDULE 7.12 INSURANCE [Provided Separately] SCHEDULE 7.14 SUBSIDIARIES None. [Remainder of Page Intentionally Left Blank] SCHEDULE 7.14 – PAGE 1 SCHEDULE 7.19 GAS IMBALANCES None. [Remainder of Page Intentionally Left Blank] SCHEDULE 7.19 – PAGE 1 SCHEDULE 7.20 MARKETING OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as PRODUCTION [Provided Separately] SCHEDULE 7.22 SWAP AGREEMENTS [Provided Separately] SCHEDULE 9.05 INVESTMENTS None. [Remainder of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.Page Intentionally Left Blank]
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance withwith and governed by, the law of the State of New York. Exhibit B EXHIBIT B-1 XXXXXXX X-0 [FORM OF U.S. OF] SECTION 10.15(a) US TAX COMPLIANCE CERTIFICATE (For Foreign Non-US Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated CREDIT AGREEMENT entered into as of November 523, 2014 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Dunkin’ Finance Corp., a Delaware corporation (the “Initial Borrower”), among Kentucky Power Company and, upon the effectiveness of its joinder to the Credit Agreement, Dunkin’ Brands Holdings, Inc., a Delaware corporation (“Holdings”), and, upon the Assumption, Dunkin’ Brands, Inc., a Delaware corporation (the “Borrower”), Fifth Third Bankeach lender from time to time party thereto and Barclays Bank PLC, as Administrative Agent, Swing Line Lender and L/C Issuer, each other lender from time to time party thereto. Capitalized terms used herein but not defined shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to the provisions of Section 2.13 10.15(a) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank "bank" within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) it is not a ten 10-percent shareholder of the Initial Borrower or the Borrower within the meaning of Section 871(h)(3)(B) or 881(c)(3)(B) of the Internal Revenue Code and Code, (iv) it is not a "controlled foreign corporation related to the Borrower as corporation" described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) no payments in connection with any Loan Document are effectively connected with a U.S. trade or business conducted by the undersigned. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall furnish the Borrower and the Administrative Agent a properly completed and currently effective certificate in either the calendar year in which payment is to be made by the Borrower or the Administrative Agent to the undersigned, or in either of the two calendar years preceding such payment, after the occurrence of any event requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrowers and the Administrative Agent and from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent. [NAME OF LENDER] By: Name: Title: Dated: EXHIBIT S-2 [FORM OF] SECTION 10.15(a) US TAX CERTIFICATE (For Non-US Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the CREDIT AGREEMENT entered into as of November 23, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Dunkin’ Finance Corp., a Delaware corporation (the “Initial Borrower”), and, upon the effectiveness of its joinder to the Credit Agreement, Dunkin’ Brands Holdings, Inc., a Delaware corporation (“Holdings”), and, upon the Assumption, Dunkin’ Brands, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party thereto and Barclays Bank PLC, as Administrative Agent, Swing Line Lender and L/C Issuer, each other lender from time to time party thereto. Capitalized terms used herein but not defined shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to the provisions of Section 10.15(a) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) neither the undersigned nor any of its partners/members is a "bank" within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iv) none of its partners/members is a 10-percent shareholder of the Initial Borrower or the Borrower within the meaning of Section 871(h)(3)(B) or 881(c)(3)(B) of the Code, (v) none of its partners/members is a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with a U.S. trade or business conducted by the undersigned or its partners/members. The undersigned has furnished the Administrative Agent and the Borrower with Internal Revenue Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN from each of its partners/members claiming the portfolio interest exemption, provided that, for the avoidance of doubt, the foregoing shall not limit the obligation of the Lender to provide, in the case of a partner/member not claiming the portfolio interest exemption, a Form W-8ECI, Form W-9 or Form W-8IMY (including appropriate underlying certificates from each interest holder of such partner/member), in each case establishing such partner/member’s available exemption from U.S. federal withholding tax. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent in writing with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined hereinpayment, terms defined after the occurrence of any event requiring a change in the Credit Agreement most recent form, certificate or evidence previously delivered by it to the Borrowers and used herein shall have the meanings given Administrative Agent and from time to them in time thereafter if reasonably requested by the Credit AgreementBorrower or the Administrative Agent. [NAME OF XXXXXXLENDER] By By: Name: Title: DateDated: , 20[ EXHIBIT S-3 [FORM OF] EXHIBIT B-2 FORM OF U.S. SECTION 10.15(a) US TAX COMPLIANCE CERTIFICATE (For Foreign Non-US Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated CREDIT AGREEMENT entered into as of November 523, 2014 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Dunkin’ Finance Corp., a Delaware corporation (the “Initial Borrower”), among Kentucky Power Company and, upon the effectiveness of its joinder to the Credit Agreement, Dunkin’ Brands Holdings, Inc., a Delaware corporation (“Holdings”), and, upon the Assumption, Dunkin’ Brands, Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto, and Barclays Bank PLC, as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used herein but not defined shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to the provisions of Section 2.13 10.15(a) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank "bank" within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iii) it is not a ten 10-percent shareholder of the Initial Borrower or the Borrower within the meaning of Section 871(h)(3)(B) or 881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a "controlled foreign corporation related to the Borrower as corporation" described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) no payments in connection with any Loan Document are effectively connected with a U.S. trade or business conducted by the undersigned. The undersigned has furnished its participating non-US Lender with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or IRS Internal Revenue Service Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such non-US Lender in writing, writing and (2) the undersigned shall have at all times furnished such non-US Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined hereinpayment, terms defined after the occurrence of any event requiring a change in the Credit Agreement most recent form, certificate or evidence previously delivered by it to the Borrowers and used herein shall have the meanings given Administrative Agent and from time to them in time thereafter if reasonably requested by the Credit AgreementBorrower or the Administrative Agent. [NAME OF PARTICIPANT] By By: Name: Title: DateDated: , 20[ EXHIBIT S-4 [FORM OF] EXHIBIT B-3 FORM OF U.S. SECTION 10.15(a) US TAX COMPLIANCE CERTIFICATE (For Foreign Non-US Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated CREDIT AGREEMENT entered into as of November 523, 2014 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Dunkin’ Finance Corp., a Delaware corporation (the “Initial Borrower”), among Kentucky Power Company and, upon the effectiveness of its joinder to the Credit Agreement, Dunkin’ Brands Holdings, Inc., a Delaware corporation (“Holdings”), and, upon the Assumption, Dunkin’ Brands, Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto, and Barclays Bank PLC, as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used herein but not defined shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to the provisions of Section 2.13 10.15(a) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business "bank" within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), (iv) none of its direct or indirect partners/members is a ten 10-percent shareholder of the Initial Borrower or the Borrower within the meaning of Section 871(h)(3)(B) or 881(c)(3)(B) of the Internal Revenue Code and Code, (v) none of its direct or indirect partners/members is a "controlled foreign corporation related to the Borrower as corporation" described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) no payments in connection with any Loan Document are effectively connected with a U.S. trade or business conducted by the undersigned or its partners/members. The undersigned has furnished its participating non-US Lender with IRS Internal Revenue Service Form W-8IMY accompanied by one of the following forms an Internal Revenue Service Form W-8BEN from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each , provided that, for the avoidance of such partner’sdoubt, the foregoing shall not limit the obligation of the undersigned to provide, in the case of a partner/member’s beneficial owners that is member not claiming the portfolio interest exemption, a Form W-8ECI, Form W-9 or Form W-8IMY (including appropriate underlying certificates from each interest holder of such partner/member), in each case establishing such partner/member’s available exemption from U.S. federal withholding tax. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such non-US Lender in writing and (2) the undersigned shall have at all times furnished such non-US Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined hereinpayment, terms defined after the occurrence of any event requiring a change in the Credit Agreement most recent form, certificate or evidence previously delivered by it to the Borrowers and used herein shall have the meanings given Administrative Agent and from time to them in time thereafter if reasonably requested by the Credit AgreementBorrower or the Administrative Agent. [NAME OF PARTICIPANT] By By: Name: Title: DateDated: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.T
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 D – TAX FORMS EXHIBIT D-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Credit Agreement Agreement, dated as of November 5May 15, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (International Flavors & Fragrances Inc., China Construction Bank Corporation, New York Branch and the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender other lenders party thereto from time to time party theretoand China Construction Bank Corporation, New York Branch, as administrative agent. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: _____ ___, 20[ ] D1-1 EXHIBIT B-2 D-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Credit Agreement Agreement, dated as of November 5May 15, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (International Flavors & Fragrances Inc., China Construction Bank Corporation, New York Branch and the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender other lenders party thereto from time to time party theretoand China Construction Bank Corporation, New York Branch, as administrative agent. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: _____ ___, 20[ ] D2-1 EXHIBIT B-3 D-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Credit Agreement Agreement, dated as of November 5May 15, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (International Flavors & Fragrances Inc., China Construction Bank Corporation, New York Branch and the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender other lenders party thereto from time to time party theretoand China Construction Bank Corporation, New York Branch, as administrative agent. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: _____ ___, 20[ ] EXHIBIT B-4 D-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Credit Agreement Agreement, dated as of November 5May 15, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (International Flavors & Fragrances Inc., China Construction Bank Corporation, New York Branch and the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender other lenders party thereto from time to time party theretoand China Construction Bank Corporation, New York Branch, as administrative agent. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Company as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Company with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: _____ ___, 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.]
Appears in 1 contract
Samples: Term Loan Credit Agreement (International Flavors & Fragrances Inc)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page “signature” of this Assignment and Assumption by fax telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B DMSLIBRARY01\30151656.v6 EXHIBIT B-1 H-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the TO: Xxxxx Fargo Bank, National Association, as Administrative Agent RE: Amended and Restated Credit Agreement Agreement, dated as of November 5October 20, 2014 2021, by and among KFORCE INC., a Florida corporation (the “Borrower”), the other Credit Parties, the Lenders and Xxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (; capitalized terms used herein and not otherwise defined shall have the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. meanings set forth in the Credit Agreement) DATE: [Date] Pursuant to the provisions of Section 2.13 5.11(g) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (iib) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, Code (iiic) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and Code, (ivd) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (e) the interest payments on the Loan(s) are not effectively connected with the undersigned’s conduct of a U.S. trade or business or are effectively connected but are not includible in the undersigned’s gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person person status on IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN-E. [W-8BEN][W-8BEN- E]1. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2ii) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein1 Fill in as applicable. DMSLIBRARY01\30151656.v6 Delivery of this Certificate by telecopy shall be effective as an original. , terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By as a Lender By: Name: Title: Date: , 20[ DMSLIBRARY01\30151656.v6 EXHIBIT H-2 [FORM OF] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the TO: Xxxxx Fargo Bank, National Association, as Administrative Agent RE: Amended and Restated Credit Agreement Agreement, dated as of November 5October 20, 2014 2021, by and among KFORCE INC., a Florida corporation (the “Borrower”), the other Credit Parties, the Lenders and Xxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (; capitalized terms used herein and not otherwise defined shall have the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. meanings set forth in the Credit Agreement) DATE: [Date] Pursuant to the provisions of Section 2.13 5.11(g) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (iib) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iiic) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (ivd) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (e) the interest payments with respect to such participation are not effectively connected with the undersigned’s conduct of a U.S. trade or business or are effectively connected but are not includible in the undersigned’s gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished its participating Lender and the Company with a certificate of its non-U.S. Person person status on IRS Internal Revenue Service Form W-8BEN or IRS Form W-8BEN[W-8BEN][W-8BEN-E. E]1. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein1 Fill in as applicable. DMSLIBRARY01\30151656.v6 Delivery of this Certificate by telecopy or other electronic means shall be effective as an original. , terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By as a Participant By: Name: Title: Date: , 20[ DMSLIBRARY01\30151656.v6 EXHIBIT H-3 [FORM OF] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the TO: Xxxxx Fargo Bank, National Association, as Administrative Agent RE: Amended and Restated Credit Agreement Agreement, dated as of November 5October 20, 2014 2021, by and among KFORCE INC., a Florida corporation (the “Borrower”), the other Credit Parties, the Lenders and Xxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (; capitalized terms used herein and not otherwise defined shall have the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. meanings set forth in the Credit Agreement) DATE: [Date] Pursuant to the provisions of Section 2.13 5.11(g) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the participation in respect of which it is providing this certificate, (iib) its direct or indirect partners/members are the sole beneficial owners of such participation, (iiic) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (ivd) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and Code, (ve) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (f) the interest payments with respect to such participation are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business or are effectively connected but are not includible in the partners/members’ gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished its participating Lender and the Company with IRS Internal Revenue Service Form W-8IMY accompanied by one of the following forms an Internal Revenue Service Form [W- 8BEN][W-8BEN-E]9 from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein9 Fill in as applicable. DMSLIBRARY01\30151656.v6 Delivery of this Certificate by telecopy or other electronic means shall be effective as an original. , terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By as a Participant By: Name: Title: Date: , 20[ DMSLIBRARY01\30151656.v6 EXHIBIT H-4 [FORM OF] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the TO: Xxxxx Fargo Bank, National Association, as Administrative Agent RE: Amended and Restated Credit Agreement Agreement, dated as of November 5October 20, 2014 2021, by and among KFORCE INC., a Florida corporation (the “Borrower”), the other Credit Parties, the Lenders and Xxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (; capitalized terms used herein and not otherwise defined shall have the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. meanings set forth in the Credit Agreement) DATE: [Date] Pursuant to the provisions of Section 2.13 5.11(g) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (iib) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iiic) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (ivd) the undersigned is not, and none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and Code, (ve) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (f) the interest payments on the Loan(s) are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business or are effectively connected but are not includible in the partners/members’ gross income for U.S. federal income tax purposes under an income tax treaty. The undersigned has furnished the Administrative Agent and the Borrower with IRS Internal Revenue Service Form W-8IMY accompanied by one of the following forms an Internal Revenue Service Form [W- 8BEN][W-8BEN-E]1 from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2ii) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein1 Fill in as applicable. DMSLIBRARY01\30151656.v6 Delivery of this Certificate by telecopy or other electronic means shall be effective as an original. , terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By as a Lender By: Name: Title: DateDMSLIBRARY01\30151656.v6 EXHIBIT I [FORM OF] FUNDING INDEMNITY LETTER TO: Xxxxx Fargo Bank, 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third BankNational Association, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MDRE: 109047 XxxxxxxxxxAmended and Restated Credit Agreement, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5October 20, 2014 2021, by and among KFORCE INC., a Florida corporation (the “Borrower”), the other Credit Parties, the Lenders and Xxxxx Fargo Bank, National Association, as Administrative Agent for the Lenders (as amended, modified, extended, restated, replaced, or supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (; capitalized terms used herein and not otherwise defined shall have the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (meanings set forth in the “Lenders”)Credit Agreement) DATE: [ ] This letter is delivered in anticipation of the closing of the above-referenced Credit Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the most recent draft of the Credit Agreement (including all exhibits and schedules thereto) circulated to such terms the Borrower and the Lenders. The Borrower anticipates that all conditions precedent to the closing of the Credit Agreement and the initial Extensions of Credit will be satisfied on or about October 20, 2021 (the “Closing Date”). The Borrower wishes to borrow [a portion of] [the initial Revolving Credit Loans], described in the Notice of Borrowing delivered in connection with this letter agreement, on the Closing Date as LIBOR Rate Loans (the “Closing Date LIBOR Rate Loans”). In order to induce the Lenders to accept this request prior to the Closing Date, the Borrower hereby agrees that, in the event the Borrower fails to borrow the Closing Date LIBOR Rate Loans on the Closing Date for any reason whatsoever attributable to Borrower (including the failure of the Credit Agreement to become effective but excluding as a result of the failure of any applicable Lender to advance funds in breach of its obligations under the Credit Agreement), the Borrower hereby unconditionally agrees to reimburse each applicable Lender in respect of its Closing Date LIBOR Rate Loans upon its demand as set forth in Section 5.9 of the Credit Agreement as if it were in effect with respect to the requested Closing Date LIBOR Rate Loans. DMSLIBRARY01\30151656.v6 KFORCE INC., a Florida corporation By: Name: Title: Schedule 1.1(b) Commitments and Commitment Percentages Lender Commitment Commitment Percentage Xxxxx Fargo Bank, National Association $68,000,000 34.0% Bank of America, N.A. $46,000,000 23.0% BMO Xxxxxx Bank, N.A. $26,000,000 13.0% City National Bank $15,000,000 7.5% MUFG Bank Ltd. $15,000,000 7.5% Santander Bank, N.A. $15,000,000 7.5% US Bank National Association $15,000,000 7.5% Total $200,000,000 100.00% LC/Commitments Issuing Lender L/C Commitment Xxxxx Fargo Bank, National Association $10,000,000 Total $10,000,000
Appears in 1 contract
Samples: Credit Agreement (Kforce Inc)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New YorkYork (including Sections 5-1401 and 5-1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules). Exhibit B EXHIBIT B-1 E-1 [FORM OF U.S. TAX COMPLIANCE CERTIFICATE] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the 364-Day Credit Agreement dated as of November 5____________, 2014 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), Fifth Third the Lenders from time to time parties thereto, Wxxxx Fargo Bank, National Association, as Administrative Agent, and each lender from time to time party theretoBank of America, N.A., as Syndication Agent. Pursuant to the provisions of Section 2.13 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E (or any successor form). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: ________ __, 20[ [__] EXHIBIT B-2 E-2 [FORM OF U.S. TAX COMPLIANCE CERTIFICATE] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the 364-Day Credit Agreement dated as of November 5____________, 2014 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), Fifth Third the Lenders from time to time parties thereto, Wxxxx Fargo Bank, National Association, as Administrative Agent, and each lender from time to time party theretoBank of America, N.A., as Syndication Agent. Pursuant to the provisions of Section 2.13 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(CSection881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E (or any successor form). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ [__] EXHIBIT B-3 E-3 [FORM OF U.S. TAX COMPLIANCE CERTIFICATE] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the 364-Day Credit Agreement dated as of November 5____________, 2014 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), Fifth Third the Lenders from time to time parties thereto, Wxxxx Fargo Bank, National Association, as Administrative Agent, and each lender from time to time party theretoBank of America, N.A., as Syndication Agent. Pursuant to the provisions of Section 2.13 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor form) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ [__] EXHIBIT B-4 E-4 [FORM OF U.S. TAX COMPLIANCE CERTIFICATE] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the 364-Day Credit Agreement dated as of November 5____________, 2014 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), Fifth Third the Lenders from time to time parties thereto, Wxxxx Fargo Bank, National Association, as Administrative Agent, and each lender from time to time party theretoBank of America, N.A., as Syndication Agent. Pursuant to the provisions of Section 2.13 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor form) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: ________ __, 20[__] [ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE ], 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 00020__ This Solvency Certificate is delivered pursuant to Section 3.3(b) of the 364-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Day Credit Agreement dated as of November 5____________, 2014 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Intercontinental Exchange, Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender the Lenders from time to time party thereto (the “Lenders”)parties thereto, Wxxxx Fargo Bank, National Association, as Administrative Agent, and Bank of America, N.A., as Syndication Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.. The undersigned hereby certifies, solely in his capacity as an officer of the Borrower and not in his individual capacity, as follows:
Appears in 1 contract
Samples: Assignment and Assumption (Intercontinental Exchange, Inc.)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 G-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement dated as of November 5August 28, 2014 (as amended, modified, supplemented or otherwise modified extended from time to time, the “Credit Agreement”) among Coltec Industries Inc, a Pennsylvania corporation (“Coltec”), among Kentucky Power Company EnPro Industries, Inc., a North Carolina corporation (the “Parent”; Coltec and the Parent being each a “Borrower” and collectively, the “Borrowers”), Fifth Third Bank, as Administrative Agent, and each lender the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the a Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (iv) it is not a “controlled foreign corporation corporation” related to the a Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Representative with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Representative and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] 20 EXHIBIT B-2 G-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement dated as of November 5August 28, 2014 (as amended, modified, supplemented or otherwise modified extended from time to time, the “Credit Agreement”) among Coltec Industries Inc, a Pennsylvania corporation (“Coltec”), among Kentucky Power Company EnPro Industries, Inc., a North Carolina corporation (the “Parent”; Coltec and the Parent being each a “Borrower” and collectively, the “Borrowers”), Fifth Third Bank, as Administrative Agent, and each lender the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the a Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a “controlled foreign corporation corporation” related to the a Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] 20 EXHIBIT B-3 G-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement dated as of November 5August 28, 2014 (as amended, modified, supplemented or otherwise modified extended from time to time, the “Credit Agreement”) among Coltec Industries Inc, a Pennsylvania corporation (“Coltec”), among Kentucky Power Company EnPro Industries, Inc., a North Carolina corporation (the “Parent”; Coltec and the Parent being each a “Borrower” and collectively, the “Borrowers”), Fifth Third Bank, as Administrative Agent, and each lender the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the a Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the a Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] 20 EXHIBIT B-4 G-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement dated as of November 5August 28, 2014 (as amended, modified, supplemented or otherwise modified extended from time to time, the “Credit Agreement”) among Coltec Industries Inc, a Pennsylvania corporation (“Coltec”), among Kentucky Power Company EnPro Industries, Inc., a North Carolina corporation (the “Parent”; Coltec and the Parent being each a “Borrower” and collectively, the “Borrowers”), Fifth Third Bank, as Administrative Agent, and each lender the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the a Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the a Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Representative with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Representative and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C 20 Exhibit H FORM OF REQUEST FOR FACILITY INCREASE SECURED PARTY DESIGNATION NOTICE Date: , 20 Fifth Third BankTo: Bank of America, N.A., as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MDLadies and Gentlemen: 109047 XxxxxxxxxxTHIS SECURED PARTY DESIGNATION NOTICE is made by , XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 a (as amended, supplemented or otherwise modified from time to time, the “Credit AgreementDesignor”), among Kentucky Power Company (the “Borrower”)to BANK OF AMERICA, Fifth Third BankN.A., as Administrative Agent under that certain Credit Agreement referenced below (in such capacity, the “Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized All capitalized terms not defined herein shall have the meanings assigned meaning ascribed to such terms them in the Credit Agreement.
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 D-1 Form of U.S. Tax Compliance Certificate [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit 364-Day Term Loan Agreement dated as of November 5September 6, 2014 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Term Loan Agreement”), among Kentucky Power Company (Becton, Xxxxxxxxx and Company, a New Jersey corporation, the “Borrower”)Lenders parties thereto and Xxxxx Fargo Bank, Fifth Third BankNational Association, as Administrative Agent, and each lender from time to time party theretoAgent for the Lenders. Pursuant to the provisions of Section 2.13 2.14 of the Credit Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoans(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Term Loan Agreement and used herein shall have the meanings given to them in the Credit Term Loan Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: __________ __, 20[ ] EXHIBIT B-2 D-2-1 Form of U.S. Tax Compliance Certificate [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit 364-Day Term Loan Agreement dated as of November 5September 6, 2014 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Term Loan Agreement”), among Kentucky Power Company (Becton, Xxxxxxxxx and Company, a New Jersey corporation, the “Borrower”)Lenders parties thereto and Xxxxx Fargo Bank, Fifth Third BankNational Association, as Administrative Agent, and each lender from time to time party theretoAgent for the Lenders. Pursuant to the provisions of Section 2.13 2.14 of the Credit Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Term Loan Agreement and used herein shall have the meanings given to them in the Credit Term Loan Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: __________ __, 20[ ] EXHIBIT B-3 D-3-1 Form of U.S. Tax Compliance Certificate [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit 364-Day Term Loan Agreement dated as of November 5September 6, 2014 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Term Loan Agreement”), among Kentucky Power Company (Becton, Xxxxxxxxx and Company, a New Jersey corporation, the “Borrower”)Lenders parties thereto and Xxxxx Fargo Bank, Fifth Third BankNational Association, as Administrative Agent, and each lender from time to time party theretoAgent for the Lenders. Pursuant to the provisions of Section 2.13 2.14 of the Credit Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or W-8BEN, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E or W-8BEN, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Term Loan Agreement and used herein shall have the meanings given to them in the Credit Term Loan Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: __________ __, 20[ ] EXHIBIT B-4 D-4-1 Form of U.S. Tax Compliance Certificate [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit 364-Day Term Loan Agreement dated as of November 5September 6, 2014 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Term Loan Agreement”), among Kentucky Power Company (Becton, Xxxxxxxxx and Company, a New Jersey corporation, the “Borrower”)Lenders parties thereto and Xxxxx Fargo Bank, Fifth Third BankNational Association, as Administrative Agent, and each lender from time to time party theretoAgent for the Lenders. Pursuant to the provisions of Section 2.13 2.14 of the Credit Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Term Loan Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or W-8BEN, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E or W-8BEN, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Term Loan Agreement and used herein shall have the meanings given to them in the Credit Term Loan Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: __________ __, 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.]
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY EXHIBIT B-1 E-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Loan and Security Agreement (Project Loan) dated as of November 5, 2014 [ ] (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent[ ], and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 3.12 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(Bsection 881(c)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: ________ __, 20[ ] CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY EXHIBIT B-2 E-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Loan and Security Agreement (Project Loan) dated as of November 5, 2014 [ ] (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent[ ], and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 3.12 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(Bsection 881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY EXHIBIT B-3 E-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Loan and Security Agreement (Project Loan) dated as of November 5, 2014 [ ] (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent[ ], and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 3.12 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(Bsection 881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY EXHIBIT B-4 E-4 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Loan and Security Agreement (Project Loan) dated as of November 5, 2014 [ ] (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent[ ], and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 3.12 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(Bsection 881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: ________ __, 20[ ] CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY EXHIBIT C F MEMBERS OF CONSORTIUM ProHealth Proton Center Management LLC Mount Sinai Proton Holding Company LLC MSKCC Proton, Inc. Montefiore Proton Acquisition, LLC CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY EXHIBIT G [RESERVED] CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY EXHIBIT H [RESERVED] CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY EXHIBIT I FORM OF DRAW REQUEST REQUEST FOR FACILITY INCREASE LOAN ADVANCE JPMORGAN CHASE BANK, 20 Fifth Third BankN.A., as Administrative Agent 00 Xxxxxxxx Draw #:______ Project Name: New York Proton Center 000 Xxxx 000xx Xxxxxx Xxxxx MD: 109047 XxxxxxxxxxXxx Xxxx, XX 00000 FaxRE: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.Request for Loan Advance
Appears in 1 contract
Samples: Loan and Security Agreement (Varian Medical Systems Inc)
General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by fax telecopy or electronically shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. Exhibit B EXHIBIT B-1 FORM OF F EXHIBIT F-1 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Credit Agreement Agreement, dated as of November 5May 4, 2014 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (AMNEAL PHARMACEUTICALS LLC, a Delaware limited liability company, the “Borrower”)Lenders party thereto from time to time, Fifth Third Bankand JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, . Capitalized terms used herein and each lender from time to time party theretonot otherwise defined herein have the meanings specified in the Credit Agreement. Pursuant to the provisions of Section 2.13 2.14(5)(b) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sTerm Loan(s) (as well as any Note(s) evidencing such Advance(sTerm Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Credit Agreement Agreement, dated as of November 5May 4, 2014 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (AMNEAL PHARMACEUTICALS LLC, a Delaware limited liability company, the “Borrower”)Lenders party thereto from time to time, Fifth Third Bankand JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, . Capitalized terms used herein and each lender from time to time party theretonot otherwise defined herein have the meanings specified in the Credit Agreement. Pursuant to the provisions of Section 2.13 2.14(5)(b) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Credit Agreement Agreement, dated as of November 5May 4, 2014 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (AMNEAL PHARMACEUTICALS LLC, a Delaware limited liability company, the “Borrower”)Lenders party thereto from time to time, Fifth Third Bankand JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, . Capitalized terms used herein and each lender from time to time party theretonot otherwise defined herein have the meanings specified in the Credit Agreement. Pursuant to the provisions of Section 2.13 2.14(5)(b) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Credit Agreement Agreement, dated as of November 5May 4, 2014 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (AMNEAL PHARMACEUTICALS LLC, a Delaware limited liability company, the “Borrower”)Lenders party thereto from time to time, Fifth Third Bankand JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, . Capitalized terms used herein and each lender from time to time party theretonot otherwise defined herein have the meanings specified in the Credit Agreement. Pursuant to the provisions of Section 2.13 2.14(5)(b) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sTerm Loan(s) (as well as any Note(s) evidencing such Advance(sTerm Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sTerm Loan(s) (as well as any Note(s) evidencing such Advance(sTerm Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C G Form of Pari Passu Intercreditor Agreement (see attached) EXHIBIT G [FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement OF] FIRST LIEN PARI PASSU INTERCREDITOR AGREEMENT dated as of November 5[ ], 2014 (as amended20[ ] among JPMORGAN CHASE BANK, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third BankN.A., as Administrative Agent (“Administrative Initial First Lien Representative and Initial First Lien Collateral Agent”), [ ], as the Initial Other Representative, [ ], as the Initial Other Collateral Agent, and each lender additional Representative and Collateral Agent from time to time party thereto (hereto and acknowledged and agreed to by AMNEAL PHARMACEUTICALS LLC, as the “Lenders”). Capitalized terms not defined Company and the other Grantors referred to herein shall have the meanings assigned to such terms in the Credit Agreement.TABLE OF CONTENTS Page
Appears in 1 contract
Samples: Assignment and Acceptance (Amneal Pharmaceuticals, Inc.)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B [RESERVED] [RESERVED] EXHIBIT B-1 D [RESERVED] EXHIBIT E-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement Agreement, dated as of November 5September 14, 2014 2018 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Entergy Corporation, Citibank, N.A., as the administrative agent (the “BorrowerAdministrative Agent”), Fifth Third Bank, as Administrative Agent, and each lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 2.13 2.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(s) (as well as any Note(spromissory note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Administrative Agent and the Administrative AgentBorrower, and (2) the undersigned shall have at all times furnished the Borrower Administrative Agent and the Administrative Agent Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-2 E-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement Agreement, dated as of November 5September 14, 2014 2018 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Entergy Corporation, Citibank, N.A., as the administrative agent (the “BorrowerAdministrative Agent”), Fifth Third Bank, as Administrative Agent, and each lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 2.13 2.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-3 E-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement Agreement, dated as of November 5September 14, 2014 2018 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Entergy Corporation, Citibank, N.A., as the administrative agent (the “BorrowerAdministrative Agent”), Fifth Third Bank, as Administrative Agent, and each lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 2.13 2.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-4 E-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement Agreement, dated as of November 5September 14, 2014 2018 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Entergy Corporation, Citibank, N.A., as the administrative agent (the “BorrowerAdministrative Agent”), Fifth Third Bank, as Administrative Agent, and each lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 2.13 2.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(spromissory note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(spromissory note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Administrative Agent and the Administrative AgentBorrower, and (2) the undersigned shall have at all times furnished the Borrower Administrative Agent and the Administrative Agent Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.:
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the law of the State of New YorkYork applicable to contracts made and to be performed entirely within such State. Exhibit B EXHIBIT B-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Loan and Guarantee Agreement dated as of November 5September [ ], 2014 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Loan and Guarantee Agreement”), among Kentucky Power Company American Airlines, Inc. (the “Borrower”), Fifth Third BankAmerican Airlines Group Inc., as Administrative Agenta Delaware corporation, and each lender the Guarantors from time to time party thereto, the United States Department of the Treasury, as Initial Lender, each Lender from time to time party thereto and The Bank of New York Mellon, as Administrative Agent and Collateral Agent. Pursuant to the provisions of Section 2.13 2.16 of the Credit Loan and Guarantee Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan and Guarantee Agreement and used herein shall have the meanings given to them in the Credit Loan and Guarantee Agreement. [NAME OF XXXXXXLENDER] By By:_________________________________ Name: Title: Date: ________ __, 20[ ] EXHIBIT B-2 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Loan and Guarantee Agreement dated as of November 5September [ ], 2014 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Loan and Guarantee Agreement”), among Kentucky Power Company American Airlines, Inc. (the “Borrower”), Fifth Third BankAmerican Airlines Group, as Administrative AgentInc., and each lender a Delaware corporation, the Guarantors from time to time party thereto, the United States Department of the Treasury, as Initial Lender, each Lender from time to time party thereto and The Bank of New York Mellon, as Administrative Agent and Collateral Agent. Pursuant to the provisions of Section 2.13 2.16 of the Credit Loan and Guarantee Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, Code and (iv) it is not a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan and Guarantee Agreement and used herein shall have the meanings given to them in the Credit Loan and Guarantee Agreement. [NAME OF PARTICIPANT] By By:_________________________________ Name: Title: Date: ________ __, 20[ ] EXHIBIT B-3 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Loan and Guarantee Agreement dated as of November 5September [ ], 2014 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Loan and Guarantee Agreement”), among Kentucky Power Company American Airlines, Inc. (the “Borrower”), Fifth Third BankAmerican Airlines Group, as Administrative AgentInc., and each lender a Delaware corporation, the Guarantors from time to time party thereto, the United States Department of the Treasury, as Initial Lender, each Lender from time to time party thereto and The Bank of New York Mellon, as Administrative Agent and Collateral Agent. Pursuant to the provisions of Section 2.13 2.16 of the Credit Loan and Guarantee Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan and Guarantee Agreement and used herein shall have the meanings given to them in the Credit Loan and Guarantee Agreement. [NAME OF PARTICIPANT] By By:_________________________________ Name: Title: Date: ________ __, 20[ ] EXHIBIT B-4 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Loan and Guarantee Agreement dated as of November 5September [ ], 2014 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Loan and Guarantee Agreement”), among Kentucky Power Company American Airlines, Inc. (the “Borrower”), Fifth Third BankAmerican Airlines Group Inc., as Administrative Agenta Delaware corporation, and each lender the Guarantors from time to time party thereto, the United States Department of the Treasury, as Initial Lender, each Lender from time to time party thereto and The Bank of New York Mellon, as Administrative Agent and Collateral Agent. Pursuant to the provisions of Section 2.13 2.16 of the Credit Loan and Guarantee Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Loan and Guarantee Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan and Guarantee Agreement and used herein shall have the meanings given to them in the Credit Loan and Guarantee Agreement. [NAME OF PARTICIPANTLENDER] By By:_________________________________ Name: Title: Date: ________ __, 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE NOTE [New York, 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.New York] [Date]
Appears in 1 contract
Samples: Loan and Guarantee Agreement (American Airlines, Inc.)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, with and governed by the law of the State of New York. Exhibit B EXHIBIT B-1 E FORM OF U.S. GUARANTEE AGREEMENT EXHIBIT X-0 XXXX XX XXXXXX XXXXXX TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Credit Agreement Agreement, dated as of November 5August 26, 2014 (as may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company FIDELITY & GUARANTY LIFE HOLDINGS, INC., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party thereto, ROYAL BANK OF CANADA, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”) and the other agents and arrangers party thereto. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(s) Revolving Loans (as well as any Note(s) evidencing such Advance(s)Revolving Loans) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, and (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and Code, (iv) it is not a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) no interest to be received by it pursuant to the Credit Agreement is effectively connected with a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall furnish the Borrower and the Administrative Agent a properly completed and currently effective certificate and IRS Form W-8BEN or W-8BEN-E in either the calendar year in which payment is to be made by the Borrower or the Administrative Agent to the undersigned, or in either of the two calendar years preceding such payment. [Signature Page Follows] [Lender] By: Name: Title: [Address] Dated: ____________________________, 20[ ] EXHIBIT X-0 XXXX XX XXXXXX XXXXXX TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Credit Agreement, dated as of August 26, 2014 (as may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among FIDELITY & GUARANTY LIFE HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, ROYAL BANK OF CANADA, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”) and the other agents and arrangers party thereto. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Pursuant to the provisions of Section 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Revolving Loans (as well as any Note(s) evidencing such Revolving Loans) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Revolving Loans (as well as any Note(s) evidencing such Revolving Loans), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members claiming the portfolio interest exemption is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members claiming the portfolio interest exemption is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (v) none of its direct or indirect partners/members claiming the portfolio interest exemption is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no interest to be received by it or its indirect partners/members claiming the portfolio interest exemption pursuant to the Credit Agreement is effectively connected with a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of its partners/members claiming the portfolio interest exemption; provided that, for the avoidance of doubt, the foregoing shall not limit the obligation of the Lender to provide, in the case of a partner/member not claiming the portfolio interest exemption, an IRS Form W-8ECI, Form W-9 or Form W-8IMY (including appropriate underlying certificates from each interest holder of such partner/member), in each case establishing such partner/member’s available exemption from U.S. federal withholding tax. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent in writing with a properly completed and currently effective certificate and IRS Form W-8IMY and accompanying IRS Forms W-8BEN or W-8BEN-E in either the calendar year in which each payment is to be made by the Borrower or the Administrative Agent to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementpayment. [NAME OF XXXXXXSignature Page Follows] By [Lender] By: Name: Title: Date[Address] Dated: ____________________________, 20[ ] EXHIBIT B-2 FORM OF U.S. X-0 XXXX XX XXXXXX XXXXXX TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Credit Agreement Agreement, dated as of November 5August 26, 2014 (as may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company FIDELITY & GUARANTY LIFE HOLDINGS, INC., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party thereto, ROYAL BANK OF CANADA, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”) and the other agents and arrangers party thereto. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Pursuant to the provisions of Section 2.13 3.01(e) and 10.07(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) no interest to be received by it pursuant to the Credit Agreement is effectively connected with a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8BEN or W-8BEN-E in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementpayment. [NAME OF PARTICIPANTParticipant] By By: Name: Title: Date[Address] Dated: ____________________________, 20[ ] EXHIBIT B-3 FORM OF U.S. X-0 XXXX XX XXXXXX XXXXXX TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Credit Agreement Agreement, dated as of November 5August 26, 2014 (as may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company FIDELITY & GUARANTY LIFE HOLDINGS, INC., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party thereto, ROYAL BANK OF CANADA, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”) and the other agents and arrangers party thereto. Capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement. Pursuant to the provisions of Section 2.13 3.01(e) and 10.07(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members claiming the portfolio interest exemption is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members claiming the portfolio interest exemption is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and Code, (v) none of its direct or indirect partners/members claiming the portfolio interest exemption is a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) no interest to be received by it or its indirect partners/members claiming the portfolio interest exemption pursuant to the Credit Agreement is effectively connected with a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms an IRS Form W-8BEN or W-8BEN-E from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each ; provided that, for the avoidance of such partner’sdoubt, the foregoing shall not limit the obligation of the undersigned to provide, in the case of a partner/member’s beneficial owners that is member not claiming the portfolio interest exemption, an IRS Form W-8ECI, Form W-9 or Form W-8IMY (including appropriate underlying certificates from each interest holder of such partner/member), in each case establishing such partner/member’s available exemption from U.S. federal withholding tax. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate and IRS Form W-8IMY and accompanying IRS Forms W-8BEN or W-8BEN-E in either the calendar year in which each payment is to be made to the undersignedunder-signed, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementpayment. [NAME OF PARTICIPANTSignature Page Follows] By [Participant] By: Name: Title: Date[Address] Dated: ____________________________, 20[ ] EXHIBIT B-4 G FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax PurposesPREPAYMENT NOTICE Dated: ____________, 20[_ ] To: Royal Bank of Canada, as Administrative Agent 00 Xxxx Xxxxxx Xxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Manager, Agency Services Group Ladies and Gentlemen: This Prepayment Notice is delivered to you pursuant to Section 2.05(e) Reference is hereby made to the of that certain Credit Agreement Agreement, dated as of November 5August 26, 2014 (as may be amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company FIDELITY & GUARANTY LIFE HOLDINGS, INC., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party thereto. Pursuant to , ROYAL BANK OF CANADA, as administrative agent for the provisions of Section 2.13 of the Credit AgreementLenders (in such capacity, including any successor thereto, the undersigned hereby certifies that (i“Administrative Agent”) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemptionother agents and arrangers party thereto. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise Capitalized terms used but not defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.. The undersigned Borrower hereby notifies you that, effective as of [___________, 20__]1, the Borrower will make [an optional prepayment][a voluntary commitment reduction] 2[a mandatory prepayment] pursuant to Section [2.05(a)][2.05(b)][2.05(c)] of the Credit Agreement of the [Revolving Loans][Revolving Commitments] as specified below:
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAssignment. This Assignment and Assumption the rights and obligations of the parties under this Assignment shall be governed by, and construed and interpreted in accordance with, the law of the State of New York without regard to principles of conflicts of laws that would result in the application of any law other than the law of the State of New York. Exhibit B EXHIBIT B-1 FORM OF U.S. TAX COMPLIANCE E TO CREDIT AND GUARANTY AGREEMENT CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) RE NON-BANK STATUS Reference is hereby made to the Credit Agreement and Guaranty Agreement, dated as of November 523, 2014 2010 (as it may be amended, supplemented or otherwise modified from time to timemodified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among Kentucky Power Company (Grifols Inc., a Delaware corporation as U.S. Borrower, a wholly-owned subsidiary of Grifols, S.A., a sociedad anónima organized under the “laws of the Kingdom of Spain, as Parent and as Foreign Borrower”), Fifth Third Bankthe Parent and certain Subsidiaries of the Parent, as Guarantors, the Lenders party thereto from time to time, as Lenders, and Deutsche Bank AG New York Branch, as Administrative Agent and as Collateral Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.20(c) of the Credit Agreement, the undersigned hereby certifies that it is not: (i) it a “bank” that is the sole record and beneficial owner of the Advance(s) (as well as acquiring any Note(s) evidencing such Advance(s)) interest in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By Name: Title: Date: , 20[ ] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into Loan in the ordinary course of its trade or business business; (ii) a “10-percent shareholder” within the meaning of Section 881(c)(3)(A871(h)(3); or (iii) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members a “controlled foreign corporation” that is a ten percent shareholder of the related to any Borrower within the meaning of Section 871(h)(3)(B) 864(d)(4), in each case as within the meaning of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C881(c)(3) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement1986. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE F-1 TO CREDIT AND GUARANTY AGREEMENT CLOSING DATE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Grifols Germany GmbH)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 I-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5February 26, 2014 2021 (as amendedextended, supplemented renewed, amended or otherwise modified restated from time to time, the “Credit Agreement”)) among Shimmick Construction Company, among Kentucky Power Company Inc., a California corporation (the “Borrower”), Fifth Third BankSCCI National Holdings, Inc., a Delaware corporation (the “Parent”), the Guarantors party thereto, the Lenders and L/C Issuer party thereto, and BMO XXXXXX BANK N.A., as Administrative Agent (the “Administrative Agent, and each lender from time to time party thereto”). Terms defined in the Credit Agreement are used herein with the same meaning. Pursuant to the provisions of Section 2.13 4.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By By: Name: Title: Date: , 20[ 202 EXHIBIT I-2 [FORM OF] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5February 26, 2014 2021 (as amendedextended, supplemented renewed, amended or otherwise modified restated from time to time, the “Credit Agreement”)) among Shimmick Construction Company, among Kentucky Power Company Inc., a California corporation (the “Borrower”), Fifth Third BankSCCI National Holdings, Inc., a Delaware corporation (the “Parent”), the Guarantors party thereto, the Lenders and L/C Issuer party thereto, and BMO XXXXXX BANK N.A., as Administrative Agent (the “Administrative Agent, and each lender from time to time party thereto”). Terms defined in the Credit Agreement are used herein with the same meaning. Pursuant to the provisions of Section 2.13 4.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTXXXXXX] By By: Name: Title: Date: , 20[ 202 EXHIBIT I-3 [FORM OF] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5February 26, 2014 2021 (as amendedextended, supplemented renewed, amended or otherwise modified restated from time to time, the “Credit Agreement”)) among Shimmick Construction Company, among Kentucky Power Company Inc., a California corporation (the “Borrower”), Fifth Third BankSCCI National Holdings, Inc., a Delaware corporation (the “Parent”), the Guarantors party thereto, the Lenders and L/C Issuer party thereto, and BMO XXXXXX BANK N.A., as Administrative Agent (the “Administrative Agent, and each lender from time to time party thereto”). Terms defined in the Credit Agreement are used herein with the same meaning. Pursuant to the provisions of Section 2.13 4.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTXXXXXX] By By: Name: Title: Date: , 20[ 202 EXHIBIT I-4 [FORM OF] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5February 26, 2014 2021 (as amendedextended, supplemented renewed, amended or otherwise modified restated from time to time, the “Credit Agreement”)) among Shimmick Construction Company, among Kentucky Power Company Inc., a California corporation (the “Borrower”), Fifth Third BankSCCI National Holdings, Inc., a Delaware corporation (the “Parent”), the Guarantors party thereto, the Lenders and L/C Issuer party thereto, and BMO XXXXXX BANK N.A., as Administrative Agent (the “Administrative Agent, and each lender from time to time party thereto”). Terms defined in the Credit Agreement are used herein with the same meaning. Pursuant to the provisions of Section 2.13 4.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTXXXXXX] By By: Name: Title: Date: , 20[ ] 202 EXHIBIT C FORM OF J INCREASE REQUEST FOR FACILITY INCREASE Dated , 20 Fifth Third Bank202 To: BMO Xxxxxx Bank N.A., as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: under the Credit Agreement dated as of November 5February 26, 2014 2021 (as amendedextended, supplemented renewed, amended or otherwise modified restated from time to time, the “Credit Agreement”), by and among Kentucky Power Company Shimmick Construction Company, Inc., a California corporation (the “Borrower”), Fifth Third BankSCCI National Holdings, Inc., a Delaware corporation (the “Parent”), the Guarantors party thereto, the Lenders and L/C Issuer party thereto from time to time, and BMO Xxxxxx Bank N.A., as Administrative Agent Ladies and Gentlemen: The undersigned, Shimmick Construction Company, Inc., a California corporation (the “Administrative AgentBorrower”), hereby refers to the Credit Agreement and each lender from time requests that the Administrative Agent consent to time party thereto an increase in the aggregate Commitment (the “LendersRevolver Increase”), in accordance with Section 2.15 of the Credit Agreement, to be effected as [an increase in the Commitment of [Lender]] or [a new Commitment of [Lender]]. Capitalized terms not defined used herein without definition shall have the same meanings assigned to herein as such terms have in the Credit Agreement.. After giving effect to such Revolver Increase, the Commitment of [the Lender] shall be $[ ]. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACTUAL OBLIGATION UNDER, AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Revolver Increase shall be effective when the executed consent of the Administrative Agent is received or otherwise in accordance with Section 2.15 of the Credit Agreement, but not in any case prior to February 26, 2024. It shall be a condition to the effectiveness of the Revolver Increase that all expenses referred to in Section 2.15 of the Credit Agreement shall have been paid. Borrower hereby certifies that (a) no Default or Event of Default has occurred and is continuing and (b) each of the representations and warranties set forth in Section 6 of the Credit Agreement and in the other Loan Documents are and remain true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) on the effective date of this Revolver Increase, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date. Please indicate your consent to such Revolver Increase by signing the enclosed copy of this letter in the space provided below. Very truly yours, SHIMMICK CONSTRUCTION COMPANY, INC. By Name Title BMO XXXXXX BANK N.A. By Name Title SCHEDULE 2.2 COMMITMENTS [***] SCHEDULE 6.2 SUBSIDIARIES [***] SCHEDULE 6.19 COLLECTIVE BARGAINING AGREEMENTS [***] SCHEDULE 8.9 PERMITTED INVESTMENTS
Appears in 1 contract
Samples: Credit Agreement (Shimmick Corp)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B To the extent that this Assignment and Assumption is to be cleared through an electronic clearing system, the Administrative Agent currently intends, based on circumstances existing on the date hereof, to use the ClearPar Settlement System, to the extent practicable and consistent with then current practice. EXHIBIT B-1 G‑1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Second Amended and Restated Credit Agreement dated as of November 5April 16, 2014 2012 (as amended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Kentucky Power Company Fidelity National Financial, Inc., a Delaware corporation (the “Borrower”), Fifth Third BankBank of America, N.A., as Administrative AgentAgent and Swing Line Lender, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Codecode, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-non U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. W‑8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ [__] EXHIBIT B-2 G‑2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Second Amended and Restated Credit Agreement dated as of November 5April 16, 2014 2012 (as amended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Kentucky Power Company Fidelity National Financial, Inc., a Delaware corporation (the “Borrower”), Fifth Third BankBank of America, N.A., as Administrative AgentAgent and Swing Line Lender, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. non‑U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. W‑8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ [__] EXHIBIT B-3 G‑3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Second Amended and Restated Credit Agreement dated as of November 5April 16, 2014 2012 (as amended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Kentucky Power Company Fidelity National Financial, Inc., a Delaware corporation (the “Borrower”), Fifth Third BankBank of America, N.A., as Administrative AgentAgent and Swing Line Lender, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY W‑8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E W‑8BEN or (ii) an IRS Form W-8IMY W‑8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E W‑8BEN from each of such partner’spartner's/member’s 's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ [__] EXHIBIT B-4 G‑4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Second Amended and Restated Credit Agreement dated as of November 5April 16, 2014 2012 (as amended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Kentucky Power Company Fidelity National Financial, Inc., a Delaware corporation (the “Borrower”), Fifth Third BankBank of America, N.A., as Administrative AgentAgent and Swing Line Lender, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY W‑8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E W‑8BEN or (ii) an IRS Form W-8IMY W‑8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E W‑8BEN from each of such partner’spartner's/member’s 's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.:
Appears in 1 contract
Samples: Assignment and Assumption (Fidelity National Financial, Inc.)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed byTHIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, and construed in accordance withAND CONSTRUED IN ACCORDANCE WITH, the law of the State of New YorkTHE LAW OF THE STATE OF NEW YORK. Exhibit B EXHIBIT B-1 E-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5October 17, 2014 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Kentucky Power Company Adobe Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (iib) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iiic) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (ivd) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1a) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2b) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] EXHIBIT B-2 E-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5October 17, 2014 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Kentucky Power Company Adobe Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (iib) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iiic) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code, and (ivd) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1a) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2b) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] EXHIBIT B-3 E-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5October 17, 2014 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Kentucky Power Company Adobe Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the participation in respect of which it is providing this certificate, (iib) its direct or indirect partners/members are the sole beneficial owners of such participation, (iiic) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (ivd) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (ve) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (ia) an IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN, as applicable) or (iib) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] EXHIBIT B-4 E-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5October 17, 2014 2018 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Kentucky Power Company Adobe Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (iib) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iiic) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (ivd) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (ve) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (ia) an IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN, as applicable) or (iib) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2ii) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: _______________________ Name: ________________________ Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.________________________
Appears in 1 contract
Samples: Credit Agreement (Adobe Inc.)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy or in electronic format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 C [RESERVED] EXHIBIT D-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Fourth Amended and Restated Credit Agreement Agreement, dated as of November 5May 31, 2014 2023 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (GLOBANT, LLC, the “Borrower”)Lenders party thereto, Fifth Third Bankand HSBC BANK USA, N.A., as Administrative Agent, Issuing Bank and each lender from time to time party theretoSwingline Lender. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue CodeIRC, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code IRC and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue CodeIRC. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [LENDER FULL NAME OF XXXXXXALL CAPS] By By: Name: Title: Date: [________] [__], 20[ ] EXHIBIT B-2 D-2 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Fourth Amended and Restated Credit Agreement Agreement, dated as of November 5May 31, 2014 2023 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (GLOBANT, LLC, the “Borrower”)Lenders party thereto and HSBC BANK USA, Fifth Third BankN.A., as Administrative Agent, Issuing Bank and each lender from time to time party theretoSwingline Lender. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue CodeIRC, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, IRC and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue CodeIRC. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [PARTICIPANT FULL NAME OF PARTICIPANTALL CAPS] By By: Name: Title: Date: [________] [__], 20[ ] EXHIBIT B-3 D-3 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Fourth Amended and Restated Credit Agreement Agreement, dated as of November 5May 31, 2014 2023 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (GLOBANT, LLC, the “Borrower”)Lenders party thereto and HSBC BANK USA, Fifth Third BankN.A., as Administrative Agent, Issuing Bank and each lender from time to time party theretoSwingline Lender. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue CodeIRC, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code IRC and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue CodeIRC. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [PARTICIPANT FULL NAME OF PARTICIPANTALL CAPS] By By: Name: Title: Date: [________] [__], 20[ ] EXHIBIT B-4 D-4 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Fourth Amended and Restated Credit Agreement Agreement, dated as of November 5May 31, 2014 2023 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (GLOBANT, LLC, the “Borrower”)Lenders party thereto and HSBC BANK USA, Fifth Third BankN.A., as Administrative Agent, Issuing Bank and each lender from time to time party theretoSwingline Lender. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue CodeIRC, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code IRC and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue CodeIRC. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [LENDER FULL NAME OF PARTICIPANTALL CAPS] By By: Name: Title: Date: [________] [__], 20[ ] EXHIBIT C E [FORM OF OF] BORROWING REQUEST FOR FACILITY INCREASE Date: [_______], 20 Fifth Third Bank20[__] HSBC Bank USA, as Administrative Agent 00 Xxxxxxxx N.A., Corporate Trust and Loan Agency 452 0xx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx(0X6) New York, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx NY 10018 Re: GLOBANT, LLC Credit Agreement Ladies/Gentlemen: Reference is hereby made to the Fourth Amended and Restated Credit Agreement, dated as of November 5May 31, 2014 2023 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company GLOBANT, LLC (the “Borrower”), Fifth Third Bankthe Lenders party thereto and HSBC BANK USA, N.A., as Administrative Agent (“Administrative Agent”), Issuing Bank and each lender from time to time party thereto (the “Lenders”)Swingline Lender. Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms set forth in the Credit Agreement.. The Borrower irrevocably requests the making of Loans as follows:
Appears in 1 contract
Samples: Credit Agreement (Globant S.A.)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy or email shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 D-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5April 11, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Dollar General Corporation, the “Borrower”)Lenders parties thereto, Fifth Third BankCitibank, N.A., as Administrative Agent, the other agents parties thereto, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT B-2 D-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5April 11, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Dollar General Corporation, the “Borrower”)Lenders parties thereto, Fifth Third BankCitibank, N.A., as Administrative Agent, the other agents parties thereto, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-3 D-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5April 11, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Dollar General Corporation, the “Borrower”)Lenders parties thereto, Fifth Third BankCitibank, N.A., as Administrative Agent, the other agents parties thereto, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-4 D-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5April 11, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Dollar General Corporation, the “Borrower”)Lenders parties thereto, Fifth Third BankCitibank, N.A., as Administrative Agent, the other agents parties thereto, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.]
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 E EXHIBIT E-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement dated as of November 5, 2014 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”)) dated as of May 18, 2011 among Kentucky Power Company Viad Corp (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party theretothereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue CodeCode and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: __, 20[ ] __ EXHIBIT B-2 E-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) dated as of May 18, 2011 among Viad Corp (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the provisions of Section 3.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: __, 20__ EXHIBIT E-3 FORM OF U.S. TAX CERTIFICATE (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Amended and Restated Credit Agreement dated as of November 5, 2014 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”)) dated as of May 18, 2011 among Kentucky Power Company Viad Corp (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party theretothereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: __, 20[ ] __ EXHIBIT B-3 E-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”)) dated as of May 18, 2011 among Kentucky Power Company Viad Corp (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party theretothereto and JPMorgan Chase Bank, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms an IRS Form W-8BEN from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: __, 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.__
Appears in 1 contract
Samples: Credit Agreement (Viad Corp)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy or other electronic communication shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 I-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Credit Agreement Agreement, dated as of November 5October 23, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”;” the terms defined therein being used herein as therein defined), among Kentucky Power Company Green Dot Corporation, a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BENW-8 BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] ___ EXHIBIT B-2 I-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Credit Agreement Agreement, dated as of November 5October 23, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”;” the terms defined therein being used herein as therein defined), among Kentucky Power Company Green Dot Corporation, a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] ___ EXHIBIT B-3 I-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Credit Agreement Agreement, dated as of November 5October 23, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”;” the terms defined therein being used herein as therein defined), among Kentucky Power Company Green Dot Corporation, a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] ___ EXHIBIT B-4 I-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Credit Agreement Agreement, dated as of November 5October 23, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”;” the terms defined therein being used herein as therein defined), among Kentucky Power Company Green Dot Corporation, a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Guarantors from time to time party thereto, the Lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] ___ EXHIBIT C J FORM OF REQUEST FOR FACILITY INCREASE SECURED PARTY DESIGNATION NOTICE Date: _________, 20 Fifth Third Bank_____ To: Bank of America, N.A., as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MDLadies and Gentlemen: 109047 XxxxxxxxxxTHIS SECURED PARTY DESIGNATION NOTICE is made by _______________________, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 a ______________ (as amended, supplemented or otherwise modified from time to time, the “Credit AgreementDesignor”), among Kentucky Power Company (the “Borrower”)to BANK OF AMERICA, Fifth Third BankN.A., as Administrative Agent under that certain Credit Agreement referenced below (in such capacity, the “Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized All capitalized terms not defined herein shall have the meanings assigned meaning ascribed to such terms them in the Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Green Dot Corp)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto on different counterparts), which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax facsimile or other electronic image scan transmission shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the law laws of the State of New York. Exhibit B EXHIBIT B-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Credit Agreement dated as of November 5February 15, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Keysight Technologies, Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender Lender from time to time party theretothereto and Xxxxxxx Xxxxx Bank USA, as Administrative Agent. Pursuant to the provisions of Section 2.13 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2ii) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: _______ __, 20[ ] EXHIBIT B-2 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Credit Agreement dated as of November 5February 15, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Keysight Technologies, Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender Lender from time to time party theretothereto and Xxxxxxx Xxxxx Bank USA, as Administrative Agent. Pursuant to the provisions of Section 2.13 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1i) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: _______ __, 20[ ] EXHIBIT B-3 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Credit Agreement dated as of November 5February 15, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Keysight Technologies, Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender Lender from time to time party theretothereto and Xxxxxxx Sachs Bank USA, as Administrative Agent. Pursuant to the provisions of Section 2.13 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: _______ __, 20[ ] EXHIBIT B-4 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Credit Agreement dated as of November 5February 15, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Keysight Technologies, Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender Lender from time to time party theretothereto and Xxxxxxx Xxxxx Bank USA, as Administrative Agent. Pursuant to the provisions of Section 2.13 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: _______ __, 20[ ] EXHIBIT C [FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: OF] SOLVENCY CERTIFICATE Pursuant to Section 4.02(f)(ii) of the Term Credit Agreement dated as of November 5February 15, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Keysight Technologies, Inc., a Delaware corporation (the “Borrower”), Fifth Third Bankthe Lenders party thereto and Xxxxxxx Sachs Bank USA, as Administrative Agent (“Administrative Agent”), the undersigned hereby certifies, solely in such undersigned’s capacity as chief financial officer of the Borrower, and each lender from time not individually, as follows: As of the date hereof, after giving effect to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have consummation of the meanings assigned Ixia Acquisition and the other Transactions, including the making of the Loans and after giving effect to such terms in the Credit Agreement.application of the proceeds thereof:
Appears in 1 contract
Samples: Term Credit Agreement (Keysight Technologies, Inc.)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York____________________ [confirm that choice of law provision parallels the Agreement]. Exhibit B XXXXXXX X-0 FORM OF ADMINISTRATIVE QUESTIONNAIRE NOTE TO DRAFTER: Obtain the appropriate form of Administrative Questionnaire from the representative of the Agency Management Officer working on the transaction and, in appropriate transactions, add a term for providing notice delivery information to a Person designated to receive notices that may contain material non-public information relating to the Seller. EXHIBIT B-1 T FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders Buyers That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Amended and Restated Master Repurchase Agreement dated as of November 5October 29, 2014 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)PennyMac Loan Services, Fifth Third BankLLC, as Administrative AgentPrivate National Mortgage Acceptance Company, LLC, Bank of America, N.A., and each lender buyer from time to time party thereto. Pursuant to the provisions of Section 2.13 13.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower Seller within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower Seller as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Seller with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Seller and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Seller and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXBUYER] By By: Name: Title: Date: ________ __, 20[ ] U.S. Tax Compliance Certificate EXHIBIT B-2 T FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Amended and Restated Master Repurchase Agreement dated as of November 5October 29, 2014 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)PennyMac Loan Services, Fifth Third BankLLC, as Administrative AgentPrivate National Mortgage Acceptance Company, LLC, Bank of America, N.A., and each lender buyer from time to time party thereto. Pursuant to the provisions of Section 2.13 13.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower Seller within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower Seller as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender Buyer with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender Buyer in writing, and (2) the undersigned shall have at all times furnished such Lender Buyer with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] U.S. Tax Compliance Certificate EXHIBIT B-3 T FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Amended and Restated Master Repurchase Agreement dated as of November 5October 29, 2014 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)PennyMac Loan Services, Fifth Third BankLLC, as Administrative AgentPrivate National Mortgage Acceptance Company, LLC, Bank of America, N.A., and each lender buyer from time to time party thereto. Pursuant to the provisions of Section 2.13 13.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Seller within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Seller as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender Buyer with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN, as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN, as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender Buyer and (2) the undersigned shall have at all times furnished such Lender Buyer with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] U.S. Tax Compliance Certificate EXHIBIT B-4 T FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders Buyers That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Amended and Restated Master Repurchase Agreement dated as of November 5October 29, 2014 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)PennyMac Loan Services, Fifth Third BankLLC, as Administrative AgentPrivate National Mortgage Acceptance Company, LLC, Bank of America, N.A., and each lender buyer from time to time party thereto. Pursuant to the provisions of Section 2.13 13.1 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)[Transaction][Mortgage Loan](s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s))[Transaction][Mortgage Loan], (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan DocumentPrincipal Agreement, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Seller within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Seller as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Seller with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BENE (or IRS Form W-8BEN-E , as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BENE (or IRS Form W-8BEN-E , as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Seller and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Seller and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTBUYER] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.U.S. Tax Compliance Certificate
Appears in 1 contract
Samples: Assignment and Assumption (Pennymac Financial Services, Inc.)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 (to the Credit Agreement) [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the 364-Day Credit Agreement Agreement, dated as of November 5May 11, 2014 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Berkshire Hathaway Energy Company (the “Borrower”), Fifth Third Bankthe Lenders party thereto from time to time and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(spromissory note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E or W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By:______________________________________ Name: Title: Date: ________ __, 20[ ] EXHIBIT B-2 F-2 (to the Credit Agreement) [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the 364-Day Credit Agreement Agreement, dated as of November 5May 11, 2014 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Berkshire Hathaway Energy Company (the “Borrower”), Fifth Third Bankthe Lenders party thereto from time to time and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN W-8BEN-E or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By:_______________________________________ Name: Title: Date: ________ __, 20[ ] EXHIBIT B-3 F-3 (to the Credit Agreement) [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the 364-Day Credit Agreement Agreement, dated as of November 5May 11, 2014 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Berkshire Hathaway Energy Company (the “Borrower”), Fifth Third Bankthe Lenders party thereto from time to time and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E or IRS Form W-8BEN-E W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E or IRS Form W-8BEN-E W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By:_______________________________________ Name: Title: Date: ________ __, 20[ ] EXHIBIT B-4 F-4 (to the Credit Agreement) [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the 364-Day Credit Agreement Agreement, dated as of November 5May 11, 2014 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Berkshire Hathaway Energy Company (the “Borrower”), Fifth Third Bankthe Lenders party thereto from time to time and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(spromissory note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(spromissory note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E or IRS Form W-8BEN-E W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E or IRS Form W-8BEN-E W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By:_______________________________________ Name: Title: Date: ________ __, 20[ ] EXHIBIT C FORM SCHEDULE I LIST OF REQUEST FOR FACILITY INCREASE COMMITMENT AMOUNTS AND APPLICABLE LENDING OFFICES BERKSHIRE HATHAWAY ENERGY COMPANY U.S. $1,000,000,000 364-Day Credit Agreement Name of Bank Commitment Amount DomesticLending Office EurodollarLending Office The Bank of Tokyo-Mitsubishi UFJ, 20 Fifth Third Ltd. $145,000,000 0000 Xxxxxx xx xxx XxxxxxxxXxx Xxxx, Xxx Xxxx 00000-0000 Contact: Xxxxxxx FlaggPhone: (213) 236-6911Email: xxxxxx@xx.xxxx.xx Group Email : XxxxxxXxxx@xx.xx.xxxx.xx Contact: Xxxxxxx FesenmaierPhone: (213) 236‐5065Email: jfesenmaier@ xx.xxxx.xx Same as Domestic Lending Office Name of Bank Commitment Amount DomesticLending Office EurodollarLending Office Mizuho Bank, Ltd. $145,000,000 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Contact: Xxxxxx ChangPhone: (212) 282-3465Fax: (212) 282-4488Email: xxxxxx.xxxxx@mizuhocbus.comGroup Email: XXX_XXXxxx0@xxxxxxxxxx.xxx Same as Administrative Agent Domestic Lending Office JPMorgan Chase Bank, N.A. $145,000,000 000 Xxxxxxx Xxxxxxxxxx Xxxx, Ops 0 Xxxxx 0 Xxxxxx, Xxxxxxxx 00000-0000 Contact: Xxxx JavellanaPhone: (212) 270-4272Email: xxxx.x.xxxxxxxxx@jpmorgan.comGroup Email : xx_xxx@xxxxxxxx.xxx Same as Domestic Lending Office Xxxxx Fargo Bank, National Association $145,000,000 00 Xxxxxxxx X. 0xx Xxxxxx Xxxxx MDXXX: 109047 XxxxxxxxxxN9305-06G Xxxxxxxxxxx, XX 00000 FaxContact: Xxxx GredvigPhone: (612) 667-4832Fax : (612) 316-0506Email: xxxxxxx.x.xxxxxxx@wellsfargo.comGroup Email: XXXXXXXXXXxxxxxxx@xxxxxxxxxx.xxx Same as Domestic Lending Office Citibank, N.A. $140,000,000 000 Xxxx Xxxxxx, 00xx Xxxxx 0 Xxx Xxxx, Xxx Xxxx 00000 Contact: Loan AdministrationPhone: (000-) 000-0000 TelFax: (000-) 000-0000 Email: xxxx.xxxx@00.xxx AttentionXXXxxxxxxxxxxXxx@xxxx.xxx Same as Domestic Lending Office Barclays Bank PLC $140,000,000 000 Xxxxxxx Xxxxxx, 00xx XX Xxx Xxxx, Xxx Xxxx 00000 Contact: Xxxx Xxxx ReKaniampuram Phone: Credit Agreement dated (212) 526-4763Email: xxxx.xxxxxxxxxxx@xxxxxxxx.xxxXxxxx Email: xxxXXXxxxXxx0@Xxxxxxxx.xxx Same as Domestic Lending Office Name of November 5Bank Commitment Amount DomesticLending Office EurodollarLending Office U.S. Bank National Association $140,000,000 0000 Xxxxxx Xxxxxx Xxxxx, 2014 Xxxxxxxx 00000 Contact: Xxxxx Xxxxxx Phone: (402) 536-5104Fax : (402) 536-5213Email: xxxxx.xxxxxx@xxxxxx.xxx Group Email: XXXXxxxxxxxxxxXxxxxxxxXxxx@xxxxxx.xxx Same as amended, supplemented or otherwise modified from time to time, the “Domestic Lending Office TOTAL $1,000,000,000 SCHEDULE II LIST OF MATERIAL SUBSIDIARIES BERKSHIRE HATHAWAY ENERGY COMPANY U.S. $1,000,000,000 364-Day Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Pacificorp /Or/)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 Form of U.S. Tax Compliance Certificate [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit 364-Day Term Loan Agreement dated as of November 5March [•], 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Term Loan Agreement”), among Kentucky Power Company (Becton, Xxxxxxxxx and Company, a New Jersey corporation, the “Borrower”)Lenders parties thereto and Xxxxx Fargo Bank, Fifth Third BankNational Association, as Administrative Agent, and each lender from time to time party theretoAgent for the Lenders. Pursuant to the provisions of Section 2.13 2.14 of the Credit Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoans(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Term Loan Agreement and used herein shall have the meanings given to them in the Credit Term Loan Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: __________ __, 20[ ] EXHIBIT B-2 D-2-1 Form of U.S. Tax Compliance Certificate [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit 364-Day Term Loan Agreement dated as of November 5March [•], 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Term Loan Agreement”), among Kentucky Power Company (Becton, Xxxxxxxxx and Company, a New Jersey corporation, the “Borrower”)Lenders parties thereto and Xxxxx Fargo Bank, Fifth Third BankNational Association, as Administrative Agent, and each lender from time to time party theretoAgent for the Lenders. Pursuant to the provisions of Section 2.13 2.14 of the Credit Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Term Loan Agreement and used herein shall have the meanings given to them in the Credit Term Loan Agreement. [NAME OF PARTICIPANT] By [NAME OF PARTICIPANT] By: Name: Title: Date: __________ __, 20[ ] EXHIBIT B-3 D-3-1 Form of U.S. Tax Compliance Certificate [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit 364-Day Term Loan Agreement dated as of November 5March [•], 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Term Loan Agreement”), among Kentucky Power Company (Becton, Xxxxxxxxx and Company, a New Jersey corporation, the “Borrower”)Lenders parties thereto and Xxxxx Fargo Bank, Fifth Third BankNational Association, as Administrative Agent, and each lender from time to time party theretoAgent for the Lenders. Pursuant to the provisions of Section 2.13 2.14 of the Credit Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or W-8BEN, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E or W-8BEN, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Term Loan Agreement and used herein shall have the meanings given to them in the Credit Term Loan Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: __________ __, 20[ ] EXHIBIT B-4 D-4-1 Form of U.S. Tax Compliance Certificate [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit 364-Day Term Loan Agreement dated as of November 5March [•], 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Term Loan Agreement”), among Kentucky Power Company (Becton, Xxxxxxxxx and Company, a New Jersey corporation, the “Borrower”)Lenders parties thereto and Xxxxx Fargo Bank, Fifth Third BankNational Association, as Administrative Agent, and each lender from time to time party theretoAgent for the Lenders. Pursuant to the provisions of Section 2.13 2.14 of the Credit Term Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Term Loan Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or W-8BEN, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E or W-8BEN, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Term Loan Agreement and used herein shall have the meanings given to them in the Credit Term Loan Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: __________ __, 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.]
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 F-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5April 25, 2014 2018 (as amended, supplemented or otherwise modified from time to time, the “"Credit Agreement”"), among Kentucky Power Company KBR, Inc., a Delaware corporation (the “"Borrower”"), Fifth Third Bank, as Administrative Agent, and each lender Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank "bank" within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a "ten percent shareholder shareholder" of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (iv) it is not a "controlled foreign corporation corporation" related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-2 F-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5April 25, 2014 2018 (as amended, supplemented or otherwise modified from time to time, the “"Credit Agreement”"), among Kentucky Power Company KBR, Inc., a Delaware corporation (the “"Borrower”"), Fifth Third Bank, as Administrative Agent, and each lender Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank "bank" within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a "ten percent shareholder shareholder" of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a "controlled foreign corporation corporation" related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E (or W-8BEN, as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-3 F-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5April 25, 2014 2018 (as amended, supplemented or otherwise modified from time to time, the “"Credit Agreement”"), among Kentucky Power Company KBR, Inc., a Delaware corporation (the “"Borrower”"), Fifth Third Bank, as Administrative Agent, and each lender Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank "bank" extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a "ten percent shareholder shareholder" of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a "controlled foreign corporation corporation" related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN, as applicable), or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN, as applicable), or any successor form, from each of such partner’spartner's/member’s 's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-4 F-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5April 25, 2014 2018 (as amended, supplemented or otherwise modified from time to time, the “"Credit Agreement”"), among Kentucky Power Company KBR, Inc., a Delaware corporation (the “"Borrower”"), Fifth Third Bank, as Administrative Agent, and each lender Lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank "bank" extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a "ten percent shareholder shareholder" of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a "controlled foreign corporation corporation" related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN, as applicable), or any successor form, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (or W-8BEN, as applicable), or any successor form, from each of such partner’spartner's/member’s 's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT C G FORM OF REQUEST FOR FACILITY INCREASE SOLVENCY CERTIFICATE April 25, 20 Fifth Third Bank2018 Reference is made to that certain Credit Agreement, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 the date hereof (as amended, restated, supplemented or otherwise modified in writing from time to time, the “"Credit Agreement”"), by and among Kentucky Power Company KBR, Inc., a Delaware corporation (the “"Borrower”"), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender the Lenders from time to time party thereto (the “Lenders”)thereto, and Bank of America, N.A., as Administrative Agent, Swingline Lender and an L/C Issuer. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms them in the Credit Agreement.. This certificate is furnished pursuant to Section 4.01(a)(vii) of the Credit Agreement. The undersigned certifies that [he/she] is the duly appointed, qualified and acting chief financial officer of the Borrower. The undersigned acknowledges that the Administrative Agent and the Lenders are relying on the truth and accuracy of this certificate in connection with the Transactions. Solely in my capacity as a financial executive officer of the Borrower and not individually (and without personal liability), I hereby certify, that as of the date hereof, based on such materials and information as I have deemed relevant to the determination of the matters set forth in this certificate, after giving effect to the consummation of the Transactions and the incurrence of the indebtedness and obligations being incurred in connection with the Credit Agreement and the Transactions:
Appears in 1 contract
Samples: Credit Agreement (Kbr, Inc.)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 H-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 2012, by and among Coeur D’Xxxxx Xxxxx Corporation, an Idaho corporation, Coeur Alaska, Inc., a Delaware corporation, Coeur Rochester, Inc., a Delaware corporation, the lenders who are or may become party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”modified), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 5.11 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower Borrowers within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower Borrowers as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT B-2 H-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 2012, by and among Coeur D’Xxxxx Xxxxx Corporation, an Idaho corporation, Coeur Alaska, Inc., a Delaware corporation, Coeur Rochester, Inc., a Delaware corporation, the lenders who are or may become party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”modified), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 5.11 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower Borrowers within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower Borrowers as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-3 H-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 2012, by and among Coeur D’Xxxxx Xxxxx Corporation, an Idaho corporation, Coeur Alaska, Inc., a Delaware corporation, Coeur Rochester, Inc., a Delaware corporation, the lenders who are or may become party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”modified), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 5.11 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Borrowers within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Borrowers as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-4 H-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 2012, by and among Coeur D’Xxxxx Xxxxx Corporation, an Idaho corporation, Coeur Alaska, Inc., a Delaware corporation, Coeur Rochester, Inc., a Delaware corporation, the lenders who are or may become party thereto, as Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”modified), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 5.11 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Borrowers within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Borrowers as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Borrowers and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Borrowers and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C I FORM OF REQUEST FOR FACILITY INCREASE GUARANTY AND COLLATERAL AGREEMENT GUARANTY AND COLLATERAL AGREEMENT dated as of August [ ], 20 Fifth Third Bank2012 by and among COEUR D’XXXXX XXXXX CORPORATION, COEUR ALASKA, INC. and COEUR ROCHESTER, INC., and certain Subsidiaries of each of the foregoing, in favor of XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 XxxxxxxxxxTable of Contents Page Article I DEFINED TERMS 1 SECTION 1.1 Terms Defined in the Uniform Commercial Code 1 SECTION 1.2 Definitions 2 SECTION 1.3 Other Definitional Provisions 5 ARTICLE II GUARANTY 5 SECTION 2.1 Guaranty 5 SECTION 2.2 Bankruptcy Limitations on Guarantors 6 SECTION 2.3 Agreements for Contribution 6 SECTION 2.4 Nature of Guaranty 8 SECTION 2.5 Waivers 9 SECTION 2.6 Modification of Loan Documents, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: etc. 10 SECTION 2.7 Demand by the Administrative Agent 11 SECTION 2.8 Remedies 11 SECTION 2.9 Benefits of Guaranty 11 SECTION 2.10 Termination; Reinstatement 11 SECTION 2.11 Payments 12 ARTICLE III SECURITY INTEREST 12 SECTION 3.1 Grant of Security Interest 12 SECTION 3.2 Partnership/LLC Interests 14 SECTION 3.3 Guarantors Remain Liable 15 ARTICLE IV REPRESENTATIONS AND WARRANTIES 15 SECTION 4.1 Organization; Power; Qualification 15 SECTION 4.2 Authorization of Agreement; Compliance with Laws; Non Contravention 15 SECTION 4.3 Governmental Approvals 16 SECTION 4.4 Perfected First Priority Liens 16 SECTION 4.5 Title, No Other Liens 16 SECTION 4.6 State of Organization; Location of Inventory, Equipment and Fixtures; other Information 16 SECTION 4.7 Accounts 17 SECTION 4.8 Reserved 17 SECTION 4.9 Commercial Tort Claims 17 SECTION 4.10 Intellectual Property 17 SECTION 4.11 Reserved 17 SECTION 4.12 Investment Property; Partnership/LLC Interests 17 SECTION 4.13 Instruments 18 SECTION 4.14 Government Contracts 18 SECTION 4.15 Aircraft 18 SECTION 4.16 Credit Agreement dated Representations and Warranties 18 ARTICLE V COVENANTS 18 SECTION 5.1 Maintenance of Perfected Security Interest; Further Information 18 SECTION 5.2 Maintenance of Insurance 18 SECTION 5.3 Changes in Locations; Changes in Name or Structure 18 SECTION 5.4 Required Notifications 19 SECTION 5.5 Delivery Covenants 19 SECTION 5.6 Control Covenants 20 SECTION 5.7 Filing Covenants 20 SECTION 5.8 Accounts 20 SECTION 5.9 Intellectual Property 20 SECTION 5.10 Investment Property; Partnership/LLC Interests 22 SECTION 5.11 Equipment 22 SECTION 5.12 Government Contracts 22 SECTION 5.13 Further Assurances 22 ARTICLE VI REMEDIAL PROVISIONS 23 SECTION 6.1 General Remedies 23 SECTION 6.2 Specific Remedies 24 SECTION 6.3 Registration Rights 26 SECTION 6.4 Application of Proceeds 27 SECTION 6.5 Waiver, Deficiency 27 ARTICLE VII THE ADMINISTRATIVE AGENT 27 SECTION 7.1 Appointment of Administrative Agent as Attorney-In-Fact 27 SECTION 7.2 Duty of November 5Administrative Agent 29 SECTION 7.3 Authority of Administrative Agent 29 ARTICLE VIII MISCELLANEOUS 30 SECTION 8.1 Notices 30 SECTION 8.2 Amendments, 2014 Waivers and Consents 30 SECTION 8.3 Expenses, Indemnification, Waiver of Consequential Damages, etc. 30 SECTION 8.4 Right of Set Off 31 SECTION 8.5 Governing Law; Jurisdiction; Venue; Service of Process 31 SECTION 8.6 Waiver of Jury Trial 32 SECTION 8.7 Injunctive Relief 32 SECTION 8.8 No Waiver By Course of Conduct; Cumulative Remedies 33 SECTION 8.9 Successors and Assigns 33 SECTION 8.10 Survival of Indemnities 33 SECTION 8.11 Titles and Captions 33 SECTION 8.12 Severability of Provisions 33 SECTION 8.13 Counterparts 33 SECTION 8.14 Integration 34 SECTION 8.15 Advice of Counsel; No Strict Construction 34 SECTION 8.16 Acknowledgements 34 SECTION 8.17 Releases 35 SECTION 8.18 Additional Guarantors 35 SECTION 8.19 All Powers Coupled With Interest 35 SECTION 8.20 Secured Parties 35 SCHEDULES: Schedule 4.6 Exact Legal Name; Jurisdiction of Organization; Taxpayer Identification Number; Registered Organization Number; Mailing Address; Chief Executive Office and other Locations Schedule 4.9 Commercial Tort Claims Schedule 4.10 Intellectual Property Schedule 4.12 Investment Property and Partnership/LLC Interests Schedule 4.13 Instruments Schedule 4.14 Government Contracts Schedule 5.5 Certain Certificated Securities GUARANTY AND COLLATERAL AGREEMENT (as amended, supplemented or otherwise modified from time to time, the this “Credit Agreement”), dated as of [ ], 2012, by and among Kentucky Power Company Coeur D’Xxxxx Xxxxx Corporation, an Idaho corporation (the “BorrowerParent”), Fifth Third BankCoeur Alaska, Inc., a Delaware corporation (“Coeur Alaska”), Coeur Rochester, Inc., a Delaware corporation (“Coeur Rochester”, together with Coeur Alaska, the “Borrowers”), the Subsidiary Guarantors (as defined below) party hereto on the date hereof and any Additional Guarantor (as defined below) who may become party to this Agreement (such Subsidiary Guarantors and Additional Guarantors, collectively with the Parent and the Borrowers, the “Guarantors”), in favor of XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”), and each lender from time to time party thereto ) for the ratable benefit of the Secured Parties (the “Lenders”). Capitalized terms not as defined herein shall have the meanings assigned to such terms in the Credit AgreementAgreement identified below).
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature (as defined in the Credit Agreement) or delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax any Electronic System (as defined in the Credit Agreement) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 I-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”)) dated as of May 22, 2020, among Kentucky Power Company Metropolitan Transportation Authority, as the borrower thereunder (the “BorrowerAuthority”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders party thereto from time to time party theretoand JPMorgan Chase Bank, National Association, as Administrative Agent for the Lenders. Pursuant to the provisions of Section 2.13 2.8(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner Beneficial Owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower Authority within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower Authority as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Authority with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Authority and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Authority and the Administrative Agent with a properly completed and currently effective certificate in either prior to the calendar year in which each first payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ EXHIBIT I-2 [FORM OF] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”)) dated as of May 22, 2020, among Kentucky Power Company Metropolitan Transportation Authority, as the borrower thereunder (the “BorrowerAuthority”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders party thereto from time to time party theretoand JPMorgan Chase Bank, National Association, as Administrative Agent for the Lenders. Pursuant to the provisions of Section 2.13 2.8(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner Beneficial Owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower Authority within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower Authority as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either prior to the calendar year in which each first payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ EXHIBIT I-3 [FORM OF] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”)) dated as of May 22, 2020, among Kentucky Power Company Metropolitan Transportation Authority, as the borrower thereunder (the “BorrowerAuthority”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders party thereto from time to time party theretoand JPMorgan Chase Bank, National Association, as Administrative Agent for the Lenders. Pursuant to the provisions of Section 2.13 2.8(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners Beneficial Owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Authority within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Authority as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or (ii) an IRS Form W-8IMY accompanied by a withholding statement together with an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners Beneficial Owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either prior to the calendar year in which each first payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.]
Appears in 1 contract
Samples: Credit Agreement
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 F [RESERVED] EXHIBIT G-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Fifth Amended and Restated Credit Agreement Agreement, dated as of November 5October 20, 2014 2017, among LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (the “Borrower”), BANK OF AMERICA, N.A. and the other lending institutions which are or may become parties thereto from time to time (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent for itself and the Lenders (the “Agent”), and the other parties thereto (as amended, amended and restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 §4.4(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN W-8BENE (or IRS Form W-8BEN-E. , as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] EXHIBIT B-2 G-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Fifth Amended and Restated Credit Agreement Agreement, dated as of November 5October 20, 2014 2017, among LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (the “Borrower”), BANK OF AMERICA, N.A. and the other lending institutions which are or may become parties thereto from time to time (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent for itself and the Lenders (the “Agent”), and the other parties thereto (as amended, amended and restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 §4.4(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN W-8BENE (or IRS Form W-8BEN-E. , as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] EXHIBIT B-3 G-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Fifth Amended and Restated Credit Agreement Agreement, dated as of November 5October 20, 2014 2017, among LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (the “Borrower”), BANK OF AMERICA, N.A. and the other lending institutions which are or may become parties thereto from time to time (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent for itself and the Lenders (the “Agent”), and the other parties thereto (as amended, amended and restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 §4.4(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BENE (or IRS Form W-8BEN-E , as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BENE (or IRS Form W-8BEN-E , as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] EXHIBIT B-4 G-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Fifth Amended and Restated Credit Agreement Agreement, dated as of November 5October 20, 2014 2017, among LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (the “Borrower”), BANK OF AMERICA, N.A. and the other lending institutions which are or may become parties thereto from time to time (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent for itself and the Lenders (the “Agent”), and the other parties thereto (as amended, amended and restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 §4.4(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BENE (or IRS Form W-8BEN-E , as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BENE (or IRS Form W-8BEN-E , as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] EXHIBIT C H FORM OF COMPETITIVE BID QUOTE REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 XxxxxxxxxxLiberty Property Limited Partnership 000 Xxxxxxxxxxxx Xxxxxxx Xxxxxxx, XX 00000 [Date] Bank of America, N.A., as Agent 000 Xxxx Xx. XX0-000-00-00 Xxxxxx, Xxxxx 00000-0000 Attention: Xxxx Xxxxxx (Fax: 000-000-0000 Tel0000) Ladies and Gentlemen: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Competitive Bid Quote Request under Fifth Amended and Restated Credit Agreement dated as of November 5October 20, 2014 2017 Pursuant to §2.10 of the Fifth Amended and Restated Credit Agreement, dated as of October 20, 2017, among LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (the “Borrower”), BANK OF AMERICA, N.A. and the other lending institutions which are or may become parties thereto from time to time (the “Lenders”), BANK OF AMERICA, N.A., as administrative agent for itself and the Lenders (the “Agent”), and the other parties thereto (as amended, amended and restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (we hereby request that the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (obtain quotes for Competitive Bid Loans based upon the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.following:
Appears in 1 contract
Samples: Credit Agreement (Liberty Property Limited Partnership)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 DMSLIBRARY01\30351218.v6 (to the Second Amended and Restated Credit Agreement) [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement Agreement, dated as of November 5June 30, 2014 2017 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Sierra Pacific Power Company (the “Borrower”), Fifth Third the Lenders party thereto from time to time, Xxxxx Fargo Bank, National Association, as Administrative Agent, and each lender the LC Issuing Banks party thereto from time to time party theretotime. Pursuant to the provisions of Section 2.13 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(spromissory note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN W-8BEN-E or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-2 DMSLIBRARY01\30351218.v6 (to the Second Amended and Restated Credit Agreement) [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement Agreement, dated as of November 5June 30, 2014 2017 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Sierra Pacific Power Company (the “Borrower”), Fifth Third the Lenders party thereto from time to time, Xxxxx Fargo Bank, National Association, as Administrative Agent, and each lender the LC Issuing Banks party thereto from time to time party theretotime. Pursuant to the provisions of Section 2.13 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN W-8BEN-E or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-3 DMSLIBRARY01\30351218.v6 (to the Second Amended and Restated Credit Agreement) [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement Agreement, dated as of November 5June 30, 2014 2017 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Sierra Pacific Power Company (the “Borrower”), Fifth Third the Lenders party thereto from time to time, Xxxxx Fargo Bank, National Association, as Administrative Agent, and each lender the LC Issuing Banks party thereto from time to time party theretotime. Pursuant to the provisions of Section 2.13 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E or IRS Form W-8BEN-E W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E or IRS Form W-8BEN-E W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-4 DMSLIBRARY01\30351218.v6 (to the Second Amended and Restated Credit Agreement) [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement Agreement, dated as of November 5June 30, 2014 2017 (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Sierra Pacific Power Company (the “Borrower”), Fifth Third the Lenders party thereto from time to time, Xxxxx Fargo Bank, National Association, as Administrative Agent, and each lender the LC Issuing Banks party thereto from time to time party theretotime. Pursuant to the provisions of Section 2.13 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(spromissory note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(spromissory note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E or IRS Form W-8BEN-E W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E or IRS Form W-8BEN-E W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Pacificorp /Or/)
General Provisions. This Assignment and Assumption Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Agreement by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAgreement. This Assignment and Assumption Agreement shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New YorkOhio, without regard to principles of conflicts of laws. Exhibit B EXHIBIT B-1 NAI-1502980324v12 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders Banks That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Third Amended and Restated Credit Agreement dated as of November 5October 6, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Borrower, the “Borrower”), Fifth Third Bankbanks named therein and KeyBank National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 3.2 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: :______________ ____, 20[ ] EXHIBIT B-2 NAI-1502980324v12 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Third Amended and Restated Credit Agreement dated as of November 5October 6, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Borrower, the “Borrower”), Fifth Third Bankbanks named therein and KeyBank National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 3.2 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender Bank with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender Bank in writing, and (2) the undersigned shall have at all times furnished such Lender Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: :______________ ____, 20[ ] EXHIBIT B-3 NAI-1502980324v12 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Third Amended and Restated Credit Agreement dated as of November 5October 6, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Borrower, the “Borrower”), Fifth Third Bankbanks named therein and KeyBank National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 3.2 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender Bank with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender Bank and (2) the undersigned shall have at all times furnished such Lender Bank with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: :______________ ____, 20[ ] EXHIBIT B-4 NAI-1502980324v12 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders Banks That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Third Amended and Restated Credit Agreement dated as of November 5October 6, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Borrower, the “Borrower”), Fifth Third Bankbanks named therein and KeyBank National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 3.2 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: :______________ ____, 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.]
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the law internal laws of the State of New York. Exhibit B C-7 #93055055v4 EXHIBIT B-1 D Forms of Opinion of Counsel for the Loan Parties [see attached] D-1 #93055055v4 EXHIBIT E-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5April 1, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”)PPL Capital Funding, Fifth Third BankInc., as the Borrower, PPL Corporation, as the Guarantor, and U.S. Bank National Association, as the Administrative Agent, and each lender the Lenders from time to time party thereto. Pursuant to the provisions of Section 2.13 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a “ten percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By:_________________________________ Name: Title: Date: ________ __, 20[ ] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its nonE-1-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.1 #93055055v4
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax transmission or other electronic mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B CHAR1\1537741v2 EXHIBIT B-1 FORM OF H-1 Form of U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Credit Agreement Agreement, dated as of November 5July 20, 2014 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Kentucky Power Company SONOCO PRODUCTS COMPANY, a South Carolina corporation (the “Borrower”), Fifth Third Bankthe Lenders from time to time party thereto and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and each lender from time to time party theretoSwing Line Lender. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXFOREIGN LENDER] By By: Name: Title: Date: ________ __, 20[ ] ___ CHAR1\1537741v2 EXHIBIT B-2 FORM OF H-2 Form of U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Credit Agreement Agreement, dated as of November 5July 20, 2014 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Kentucky Power Company SONOCO PRODUCTS COMPANY, a South Carolina corporation (the “Borrower”), Fifth Third Bankthe Lenders from time to time party thereto and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and each lender from time to time party theretoSwing Line Lender. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] ____ CHAR1\1537741v2 EXHIBIT B-3 FORM OF H-3 Form of U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Credit Agreement Agreement, dated as of November 5July 20, 2014 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Kentucky Power Company SONOCO PRODUCTS COMPANY, a South Carolina corporation (the “Borrower”), Fifth Third Bankthe Lenders from time to time party thereto and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and each lender from time to time party theretoSwing Line Lender. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] ____ CHAR1\1537741v2 EXHIBIT B-4 H-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Credit Agreement Agreement, dated as of November 5July 20, 2014 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Kentucky Power Company SONOCO PRODUCTS COMPANY, a South Carolina corporation (the “Borrower”), Fifth Third Bankthe Lenders from time to time party thereto and BANK OF AMERICA, N.A., as Administrative Agent, L/C Issuer and each lender from time to time party theretoSwing Line Lender. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. CHAR1\1537741v2 [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE ___ CHAR1\1537741v2 SCHEDULE 2.01 COMMITMENTS AND APPLICABLE PERCENTAGES Lender Revolving Commitment Applicable Percentage of Revolving Commitment Term LoanCommitment Applicable Percentage ofTerm Loan Commitment Bank of America, 20 Fifth Third N.A. $80,000,000.00 16.000000000% $45,000,000.00 18.000000000% Xxxxx Fargo Bank, as Administrative Agent 00 Xxxxxxxx National Association $80,000,000.00 16.000000000% $45,000,000.00 18.000000000% JPMORGAN CHASE BANK, N.A. $80,000,000.00 16.000000000% $45,000,000.00 18.000000000% U.S. Bank National Association $80,000,000.00 16.000000000% $45,000,000.00 18.000000000% TD Bank, N.A. $55,000,000.00 11.000000000% $30,000,000.00 12.000000000% The Bank of Tokyo-Mitsubishi UFJ, Ltd. $50,000,000.00 10.000000000% $25,000,000.00 10.000000000% Deutsche Bank AG New York Branch $50,000,000.00 10.000000000% $0.00 0.000000000% The Bank of New York Mellon $25,000,000.00 5.000000000% $15,000,000.00 6.000000000% Total $500,000,000.00 100.000000000% $250,000,000.00 100.000000000% SCHEDULE 10.02 ADMINISTRATIVE AGENT’S OFFICE; CERTAIN ADDRESSES FOR NOTICES SONOCO PRODUCTS COMPANY Xxx Xxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxx Xxxxxxxxxx, XX 00000 FaxAttention: Xxxxx Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Electronic Mail: xxxxx.xxxxxxxx@xxxxxx.xxx Website Address: xxx.xxxxxx.xxx Tax ID Number: 00-0000000 ADMINSTRATIVE AGENT: Administrative Agent’s Office (for payments and Requests for Credit Extensions) Bank of America, N.A. 000 Xxxx Xx XX0-000-00-00 Xxxxxx, XX 00000-0000 Attention: Xxxxx Xxxxxxxx Telephone: 000-000-0000 TelFacsimile: 000-000-0000 EmailElectronic Mail: xxxx.xxxx@00.xxx xxxxx.xxxxxxxx@xxxxxxxxxxxxx.xxx Wiring Instructions: Bank of America, N.A. ABA #: 000000000 New York, NY Account No.: 1366072250600 Attn: Wire Clearing Acct for Syn Loans - LIQ Ref: Sonoco Products Company Other Notices to Administrative Agent: Bank of America, N.A. Agency Management CA5-705-04-09 000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Electronic Mail: xxxxx.xxxxx@xxxx.xxx SWING LINE LENDER: Bank of America, N.A. 000 Xxxx Xxxx ReXx XX0-000-00-00 Xxxxxx, XX 00000-0000 Attention: Credit Agreement dated as Xxxxx Xxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Electronic Mail: xxxxx.xxxxxxxx@xxxxxxxxxxxxx.xxx Wiring Instructions: Bank of November 5America, 2014 N.A. ABA #: 000000000 New York, NY Account No.: 1366072250600 Attn: Wire Clearing Acct for Syn Loans - LIQ Ref: Sonoco Products Company SCHEDULE 10.06 PROCESSING AND RECORDATION FEES The Administrative Agent will charge a processing and recordation fee (as amendedan “Assignment Fee”) in the amount of $3,500 for each assignment; provided, supplemented however, that in the event of two or otherwise modified from time more concurrent assignments to timemembers of the same Assignee Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or two or more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), the “Credit Agreement”), among Kentucky Power Company Assignment Fee will be $3,500 plus the amount set forth below: Transaction Assignment Fee First four concurrent assignments or suballocations to members of an Assignee Group (the “Borrower”), Fifth Third Bankor from members of an Assignee Group, as Administrative Agent applicable) ‑0‑ Each additional concurrent assignment or suballocation to a member of such Assignee Group (“Administrative Agent”)or from a member of such Assignee Group, and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.as applicable) $500 Schedule 5.12(d) Pension Plans Sonoco Pension Plan Sonoco Pension Plan for Inactive Participants Schedule 5.13 Subsidiaries SUBSIDIARY NAME DATE ACQUIRED PLACE OF INCORPORATION Packaging Holdings, Inc. 3/15/2017 Delaware Peninsula Packaging, LLC 3/15/2017 California Penpack LLC 3/15/2017 California Penpack S. de X.X. de C.V. 3/15/2017 Mexico Schedule 7.01 Liens
Appears in 1 contract
General Provisions. This Assignment and Assumption Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Agreement by fax telecopy (or other electronic method of transmission) shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAgreement. This Assignment and Assumption Agreement shall be governed by, and construed and interpreted in accordance with, the law laws of the State of New York. US-DOCS\135774725.7 Exhibit B E EXHIBIT B-1 F-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For for U.S. Federal Income Tax Purposes) [Date] Reference is hereby made to the that certain Credit Agreement Agreement, dated as of November 57, 2014 2022, (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company AIRSCULPT TECHNOLOGIES, INC., a Delaware corporation (“Holdings”), EBS INTERMEDIATE PARENT LLC, a Delaware limited liability company (“Intermediate Holdings”), EBS ENTERPRISES LLC, a Delaware limited liability company (the “Borrower”), Fifth Third the Lenders party thereto and Silicon Valley Bank, as Administrative Agent for such Lenders (in such capacity; the “Administrative Agent, and each lender from time to time party thereto”). Pursuant to the provisions of Section 2.13 2.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C881(c) (3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By Name: Title: Date: , 20[ ] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and the other parties to the Credit Agreement and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. Exhibit B EXHIBIT B-1 G-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN LENDERS; NOT PARTNERSHIPS) (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 5April 25, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Rice Drilling B LLC, a Delaware limited liability company, as Borrower”), Fifth Third Xxxxx Fargo Bank, N.A., as Administrative Agent, and each lender the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT B-2 G-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS; NOT PARTNERSHIPS) (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 5April 25, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Rice Drilling B LLC, a Delaware limited liability company, as Borrower”), Fifth Third Xxxxx Fargo Bank, N.A., as Administrative Agent, and each lender the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-3 G-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN PARTICIPANTS; PARTNERSHIPS) (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 5April 25, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Rice Drilling B LLC, a Delaware limited liability company, as Borrower”), Fifth Third Xxxxx Fargo Bank, N.A., as Administrative Agent, and each lender the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-4 G-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (FOREIGN LENDERS; PARTNERSHIPS) (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 5April 25, 2014 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Rice Drilling B LLC, a Delaware limited liability company, as Borrower”), Fifth Third Xxxxx Fargo Bank, N.A., as Administrative Agent, and each lender the financial institutions from time to time party thereto as Lenders, and the other parties party thereto. Pursuant to the provisions of Section 2.13 5.03 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT SCHEDULE 7.04(c) FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE Nothing to disclose Schedule 7.04(c) SCHEDULE 7.05 LITIGATION Nothing to disclose Schedule 7.05 SCHEDULE 7.06 ENVIRONMENTAL MATTERS Nothing to disclose Schedule 7.06 SCHEDULE 7.14 SUBSIDIARIES Restricted Subsidiaries Ownership of Restricted Subsidiary Jurisdiction of Organization Organizational Identification Number Principal Place of Business and Chief Executive Office Rice Drilling C FORM OF REQUEST FOR FACILITY INCREASE LLC 100% by Rice Drilling B LLC Pennsylvania 3906088 000 Xxxxxxxxxx Xxxxx, 20 Fifth Third Xxxxx 000 Xxxxxxxxxx XX 00000 Rice Drilling D LLC 100% by Rice Drilling B LLC Delaware 5060349 000 Xxxxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxxx XX 00000 Unrestricted Subsidiaries Ownership of Unrestricted Subsidiary Jurisdiction of Organization Blue Tiger Oilfield Services LLC 100% membership interests owned by Rice Drilling B LLC Delaware RDB Real Estate Holding LLC* 100% membership interests owned by Rice Drilling B LLC Pennsylvania * entity to be dissolved Other Equity Interests owned by Credit Parties as of the Effective Date Entity Ownership of Entity Jurisdiction of Organization Countrywide Energy Services LLC 50% membership interests owned by Rice Drilling B LLC Pennsylvania Alpha Shale Holdings, LLC 50% membership interests owned by Rice Drilling C LLC Delaware Alpha Shale Resources, LP 49.95% limited partnership interest owned by Rice Drilling C LLC Delaware SCHEDULE 7.18 GAS IMBALANCES; TAKE OR PAY; OTHER PREPAYMENTS Nothing to disclose Schedule 7.18 SCHEDULE 7.19 MARKETING AGREEMENTS Nothing to disclose Schedule 7.19 SCHEDULE 7.20 SWAP AGREEMENTS Rice Drilling B LLC Effective Termination Notional Quantity Fixed Price Put Strike Price Call Strike Price Commodity Xxxx-to- Instrument Counterparty Date Date (MMBtu) ($/MMBtu) ($/MMBtu) ($/MMBtu) Reference Market* Swap Xxxxx Fargo Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx N.A. 8/1/2012 12/31/2013 10,360,000 $ 3.225 N/A N/A Xxxxx MD: 109047 XxxxxxxxxxHub ($ 4,972,439 ) Swap Xxxxx Fargo Bank, XX 00000 Fax: 000N.A. 4/1/2013 12/31/2014 6,400,000 $ 3.870 N/A N/A Xxxxx Hub ($ 1,902,193 ) Collar Xxxxx Fargo Bank, N.A. 1/1/2014 12/31/2014 3,650,000 N/A $ 3.000 $ 5.800 Xxxxx Hub ($ 172,296 ) Alpha Shale Resources LP (an Unrestricted Subsidiary) Effective Termination Total Notional Quantity Fixed Price Put Strike Price Call Strike Price Commodity Xxxx-000to- Instrument Counterparty Date Date (MMBtu) ($/MMBtu) ($/MMBtu) ($/MMBtu) Reference Market* Swap Xxxxx Fargo Bank, N.A. 10/1/2012 12/31/2013 4,570,000 $ 3.465 N/A N/A Xxxxx Hub ($ 1,764,911 ) Swap Xxxxx Fargo Bank, N.A. 1/1/2013 12/31/2013 3,650,000 $ 3.580 N/A N/A Xxxxx Hub ($ 1,449,008 ) Swap Xxxxx Fargo Bank, N.A. 5/1/2013 12/31/2014 12,200,000 $ 3.800 N/A N/A Xxxxx Hub ($ 4,593,169 ) Swap Xxxxx Fargo Bank, N.A. 1/1/2014 12/31/2014 3,650,000 $ 4.135 N/A N/A Xxxxx Hub ($ 287,509 ) Swap Xxxxx Fargo Bank, N.A. 1/1/2015 12/31/2015 3,650,000 $ 4.235 N/A N/A Xxxxx Hub ($ 183,264 ) * Xxxx-0000 Tel: 000to-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated Market estimated by Xxxxx Fargo Bank, N.A. as of November 5March 28, 2014 (as amended, supplemented or otherwise modified from time 2013. Schedule 7.20 SCHEDULE 9.05 INVESTMENTS Nothing to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.disclose Schedule 9.05 SCHEDULE 12.01
Appears in 1 contract
Samples: Credit Agreement (Rice Energy Inc.)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, by and construed in accordance with, with the law laws of the State of New York. Exhibit B EXHIBIT B-1 F-2 FORM OF ADMINISTRATIVE QUESTIONNAIRE [Attached hereto] EXHIBIT G-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5December 21, 2014 2012 (as amended, supplemented restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”)) among Grand Canyon Education, among Kentucky Power Company (Inc., a Delaware corporation, the “Borrower”)Guarantors identified therein, Fifth Third Bank, as Administrative Agent, and each lender from time to time party theretothereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT B-2 G-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5December 21, 2014 2012 (as amended, supplemented restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”)) among Grand Canyon Education, among Kentucky Power Company (a Delaware corporation, the “Borrower”)Guarantors identified therein, Fifth Third Bank, as Administrative Agent, and each lender from time to time party theretothereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-3 G-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5December 21, 2014 2012 (as amended, supplemented restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”)) among Grand Canyon Education, among Kentucky Power Company (Inc., a Delaware corporation, the “Borrower”)Guarantors identified therein, Fifth Third Bank, as Administrative Agent, and each lender from time to time party theretothereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-4 G-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5December 21, 2014 2012 (as amended, supplemented restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”)) among Grand Canyon Education, among Kentucky Power Company (Inc., a Delaware corporation, the “Borrower”)Guarantors identified therein, Fifth Third Bank, as Administrative Agent, and each lender from time to time party theretothereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.:
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed 116 in accordance with, the law laws of the State of New York. Exhibit B 117 EXHIBIT B-1 F-2 FORM OF ADMINISTRATIVE QUESTIONNAIRE See Attached. 118 EXHIBIT G-1 Form of U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5February 14, 2014 2012 (as amended, supplemented restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”), among Kentucky Power Company (Forward Air Corporation, a Tennessee corporation, the “Borrower”)Guarantors identified therein, Fifth Third Bankeach Lender from time to time party thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and each lender from time to time party theretoSwing Line Lender. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] 119 EXHIBIT B-2 FORM OF G-2 Form of U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5February 14, 2014 2012 (as amended, supplemented restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”), among Kentucky Power Company (Forward Air Corporation, a Tennessee corporation, the “Borrower”)Guarantors identified therein, Fifth Third Bankeach Lender from time to time party thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and each lender from time to time party theretoSwing Line Lender. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] 120 EXHIBIT B-3 FORM OF G-3 Form of U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5February 14, 2014 2012 (as amended, supplemented restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”), among Kentucky Power Company (Forward Air Corporation, a Tennessee corporation, the “Borrower”)Guarantors identified therein, Fifth Third Bankeach Lender from time to time party thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and each lender from time to time party theretoSwing Line Lender. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’spartner's/member’s 's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] 121 EXHIBIT B-4 G-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5February 14, 2014 2012 (as amended, supplemented restated, extended, supplemented, increased or otherwise modified in writing from time to time, the “Credit Agreement”), among Kentucky Power Company (Forward Air Corporation, a Tennessee corporation, the “Borrower”)Guarantors identified therein, Fifth Third Bankeach Lender from time to time party thereto and Bank of America, N.A., as Administrative Agent, L/C Issuer and each lender from time to time party theretoSwing Line Lender. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’spartner's/member’s 's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: _______________________ Name: ________________________ Title: ________________________ Date: ________ __, 20[ ] 122 EXHIBIT C H FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement LENDER JOINDER AGREEMENT THIS LENDER JOINDER AGREEMENT (this “Agreement”) dated as of November 5[____________] to the Credit Agreement referenced below is by and among Forward Air Corporation, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company a Tennessee corporation (the “Borrower”), Fifth Third Bankthe Guarantors identified on the signature pages hereto, [____________] (the “New Lender”) and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in ) under the Credit AgreementAgreement (defined below).
Appears in 1 contract
Samples: Credit Agreement (Forward Air Corp)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature (as defined in the Credit Agreement) or delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax any Electronic System (as defined in the Credit Agreement) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 I-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”)) dated as of May 22, 2020, among Kentucky Power Company Metropolitan Transportation Authority, as the borrower thereunder (the “BorrowerAuthority”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders party thereto from time to time party theretoand JPMorgan Chase Bank, National Association, as Administrative Agent for the Lenders. Pursuant to the provisions of Section 2.13 2.8(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner Beneficial Owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower Authority within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower Authority as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower Authority with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Authority and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Authority and the Administrative Agent with a properly completed and currently effective certificate in either prior to the calendar year in which each first payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By By: Name: Title: Date: , 20[ EXHIBIT I-2 [FORM OF] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”)) dated as of May 22, 2020, among Kentucky Power Company Metropolitan Transportation Authority, as the borrower thereunder (the “BorrowerAuthority”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders party thereto from time to time party theretoand JPMorgan Chase Bank, National Association, as Administrative Agent for the Lenders. Pursuant to the provisions of Section 2.13 2.8(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner Beneficial Owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower Authority within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower Authority as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either prior to the calendar year in which each first payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ EXHIBIT I-3 [FORM OF] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”)) dated as of May 22, 2020, among Kentucky Power Company Metropolitan Transportation Authority, as the borrower thereunder (the “BorrowerAuthority”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders party thereto from time to time party theretoand JPMorgan Chase Bank, National Association, as Administrative Agent for the Lenders. Pursuant to the provisions of Section 2.13 2.8(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners Beneficial Owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower Authority within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower Authority as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or (ii) an IRS Form W-8IMY accompanied by a withholding statement together with an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners Beneficial Owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either prior to the calendar year in which each first payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.]
Appears in 1 contract
Samples: Credit Agreement
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy or other electronic means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the law of the State of New YorkYork applicable to contracts made and to be performed entirely within such State. Exhibit B EXHIBIT B-1 [FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Loan and Guarantee Agreement dated as of November 5September 28, 2014 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Loan and Guarantee Agreement”), among Kentucky Power Company (the “Borrower”)United Airlines, Fifth Third BankInc., as Administrative Agenteach Guarantor party thereto from time to time, and each lender Lender from time to time party theretothereto and The Bank of New York Mellon, as Administrative Agent and Collateral Agent. Pursuant to the provisions of Section 2.13 2.16 of the Credit Loan and Guarantee Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan and Guarantee Agreement and used herein shall have the meanings given to them in the Credit Loan and Guarantee Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-2 [FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Loan and Guarantee Agreement dated as of November 5September 28, 2014 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Loan and Guarantee Agreement”), among Kentucky Power Company (the “Borrower”)United Airlines, Fifth Third BankInc., as Administrative Agenteach Guarantor party thereto from time to time, and each lender Lender from time to time party theretothereto and The Bank of New York Mellon, as Administrative Agent and Collateral Agent. Pursuant to the provisions of Section 2.13 2.16 of the Credit Loan and Guarantee Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, Code and (iv) it is not a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-non - U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan and Guarantee Agreement and used herein shall have the meanings given to them in the Credit Loan and Guarantee Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-3 [FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Loan and Guarantee Agreement dated as of November 5September 28, 2014 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Loan and Guarantee Agreement”), among Kentucky Power Company (the “Borrower”)United Airlines, Fifth Third BankInc., as Administrative Agenteach Guarantor party thereto from time to time, and each lender Lender from time to time party theretothereto and The Bank of New York Mellon, as Administrative Agent and Collateral Agent. Pursuant to the provisions of Section 2.13 2.16 of the Credit Loan and Guarantee Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan and Guarantee Agreement and used herein shall have the meanings given to them in the Credit Loan and Guarantee Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-4 [FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Loan and Guarantee Agreement dated as of November 5September 28, 2014 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Loan and Guarantee Agreement”), among Kentucky Power Company (the “Borrower”)United Airlines, Fifth Third BankInc., as Administrative Agenteach Guarantor party thereto from time to time, and each lender Lender from time to time party theretothereto and The Bank of New York Mellon, as Administrative Agent and Collateral Agent. Pursuant to the provisions of Section 2.13 2.16 of the Credit Loan and Guarantee Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Loan and Guarantee Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W- 8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Loan and Guarantee Agreement and used herein shall have the meanings given to them in the Credit Loan and Guarantee Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE NOTE [New York, 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.New York] [Date]
Appears in 1 contract
Samples: Loan and Guarantee Agreement (United Airlines, Inc.)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 D EXHIBIT E-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Junior Secured Debtor-in-Possession Credit Agreement dated as of November 5March [ ], 2014 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Parent, a debtor and debtor-in-possession in the Cases, Sundance Energy, Inc., a debtor and debtor-in-possession in the Cases, as Borrower”), Fifth Third Bankthe Guarantors, each of which is a debtor and debtor-in-possession in the Cases, Mxxxxx Sxxxxxx Capital Administrators Inc., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 5.02 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a “ten percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-2 E-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Junior Secured Debtor-in-Possession Credit Agreement dated as of November 5March [ ], 2014 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Parent, a debtor and debtor-in-possession in the Cases, Sundance Energy, Inc., a debtor and debtor-in-possession in the Cases, as Borrower”), Fifth Third Bankthe Guarantors, each of which is a debtor and debtor-in-possession in the Cases, Mxxxxx Sxxxxxx Capital Administrators Inc., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 5.02 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a “ten percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, Code and (iv) it is not a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-3 E-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Junior Secured Debtor-in-Possession Credit Agreement dated as of November 5March [ ], 2014 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Parent, a debtor and debtor-in-possession in the Cases, Sundance Energy, Inc., a debtor and debtor-in-possession in the Cases, as Borrower”), Fifth Third Bankthe Guarantors, each of which is a debtor and debtor-in-possession in the Cases, Mxxxxx Sxxxxxx Capital Administrators Inc., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 5.02 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a “ten percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-4 E-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Junior Secured Debtor-in-Possession Credit Agreement dated as of November 5March [ ], 2014 2021 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Parent, a debtor and debtor-in-possession in the Cases, Sundance Energy, Inc., a debtor and debtor-in-possession in the Cases, as Borrower”), Fifth Third Bankthe Guarantors, each of which is a debtor and debtor-in-possession in the Cases, Mxxxxx Sxxxxxx Capital Administrators Inc., as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 5.02 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a “ten percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: ________ __, 20201[ ] EXHIBIT F INTERIM ORDER [To come.] EXHIBIT F Exhibit C FORM Interim Financing Order IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.TEXAS HOUSTON DIVISION
Appears in 1 contract
Samples: Restructuring Support Agreement (Sundance Energy Inc.)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 FORM OF E EXHIBIT E-1 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Credit Agreement Agreement, dated as of November 5September 7, 2014 2012 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)) among X.X. Xxxxxx, among Kentucky Power Company Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders party thereto from time to time party theretoand The Royal Bank of Scotland plc, as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement. Pursuant to the provisions of Section 2.13 3.7(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) the interest payments on the Loan(s) are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersignedundersigned or at such times are as reasonably requested by the Borrower or the Administrative Agent. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Credit Agreement, dated as of September 7, 2012 (as it may be amended, restated, amended and restated, supplemented or in either otherwise modified from time to time, the “Credit Agreement”) among X.X. Xxxxxx, Inc., a Delaware corporation (the “Borrower”), the Lenders party thereto from time to time and The Royal Bank of Scotland plc, as Administrative Agent (the two calendar years preceding such payments“Administrative Agent”). Unless otherwise Capitalized terms used herein that are not defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given ascribed to them in the Credit Agreement. Pursuant to the provisions of Section 3.7(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s), (iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments on the Loan(s) are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned or at such times are as reasonably requested by the Borrower or the Administrative Agent. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT B-2 FORM OF E-3 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Credit Agreement Agreement, dated as of November 5September 7, 2014 2012 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)) among X.X. Xxxxxx, among Kentucky Power Company Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders party thereto from time to time party theretoand The Royal Bank of Scotland plc, as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement. Pursuant to the provisions of Section 2.13 3.7(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) the interest payments with respect to such participation are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or an IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writingwriting and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its inability to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of the two calendar years preceding at such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementtimes are as reasonably requested by such Lender. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-3 FORM OF E-4 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the that certain Credit Agreement Agreement, dated as of November 5September 7, 2014 2012 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)) among X.X. Xxxxxx, among Kentucky Power Company Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders party thereto from time to time party theretoand The Royal Bank of Scotland plc, as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement. Pursuant to the provisions of Section 2.13 3.7(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) the interest payments with respect to such participation are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms an IRS Form W-8BEN from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its inability to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of the two calendar years preceding at such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementtimes are as reasonably requested by such Lender. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] [RESERVED] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE G [RESERVED] XXXXXXX X XXXX XX XXXXXXXX This GUARANTY (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes“Guaranty”) Reference is hereby made to as of September 7, 2012 by the undersigned (the “Guarantors”), in favor of the “Lenders” under that certain Credit Agreement dated as of November 5September 7, 2014 2012, among X.X. Xxxxxx, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time parties thereto and The Royal Bank of Scotland plc, in its capacity as Administrative Agent. Such Credit Agreement, as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, is hereinafter referred to as the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. .” Unless otherwise defined herein, capitalized terms defined in the Credit Agreement and used herein shall have the meanings given ascribed to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be as effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. Exhibit B C-4 Omnicom: 364-Day Credit Agreement EXHIBIT B-1 D-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the 364-Day Credit Agreement dated as of November 5__________, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Omnicom Capital Inc., Omnicom Group Inc., the “Borrower”)financial institutions party thereto and Citibank, Fifth Third BankN.A., as Administrative Agent, and each lender from time to time party theretoAgent for the Lenders. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sAdvances(s) (as well as any Note(s) evidencing such Advance(sAdvances(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: ________ __, 20[ ] Omnicom: 364-Day Credit Agreement EXHIBIT B-2 D-2 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the 364-Day Credit Agreement dated as of November 5__________, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Omnicom Capital Inc., Omnicom Group Inc., the “Borrower”)financial institutions party thereto and Citibank, Fifth Third BankN.A., as Administrative Agent, and each lender from time to time party theretoAgent for the Lenders. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] Omnicom: 364-Day Credit Agreement EXHIBIT B-3 D-3 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the 364-Day Credit Agreement dated as of November 5__________, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Omnicom Capital Inc., Omnicom Group Inc., the “Borrower”)financial institutions party thereto and Citibank, Fifth Third BankN.A., as Administrative Agent, and each lender from time to time party theretoAgent for the Lenders. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] Omnicom: 364-Day Credit Agreement EXHIBIT B-4 D-4 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the 364-Day Credit Agreement dated as of November 5__________, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Omnicom Capital Inc., Omnicom Group Inc., the “Borrower”)financial institutions party thereto and Citibank, Fifth Third BankN.A., as Administrative Agent, and each lender from time to time party theretoAgent for the Lenders. Pursuant to the provisions of Section 2.13 2.14 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sAdvances(s) (as well as any Note(s) evidencing such Advance(sAdvances(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sAdvances(s) (as well as any Note(s) evidencing such Advance(sAdvances(s)), (iii) with respect to the extension of credit pursuant to this the Credit Agreement or any other Loan DocumentAgreement, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MDOmnicom: 109047 Xxxxxxxxxx, XX 00000 Fax: 000364-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Day Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Appears in 1 contract
General Provisions. This Assignment and Assumption Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Credit Agreement Exhibit G of an executed counterpart of a signature page of this Assignment and Assumption Agreement by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAgreement. This Assignment and Assumption Agreement shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New YorkYork without regard to principles of conflicts of laws (other than section 5-1401 of the New York General Obligations Law). Exhibit B 10.1 Page 148 Credit Agreement Exhibit G EXHIBIT B-1 H-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5October 26, 2014 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company American Pacific Corporation, a Delaware corporation (the “Borrower”), Fifth Third BankKeyBank National Association, as the administrative agent (the “Administrative Agent”), and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 3.03(g)(ii)(B)(iii) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT B-2 H-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5October 26, 2014 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company American Pacific Corporation, a Delaware corporation (the “Borrower”), Fifth Third BankKeyBank National Association, as the administrative agent (the “Administrative Agent”), and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 3.03(g)(ii)(B)(iv) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code]. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] Exhibit 10.1 Page 150 EXHIBIT B-3 H-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5October 26, 2014 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company American Pacific Corporation, a Delaware corporation (the “Borrower”), Fifth Third BankKeyBank National Association, as the administrative agent (the “Administrative Agent”), and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 3.03(g)(ii)(B)(iv) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-4 H-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5October 26, 2014 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company American Pacific Corporation, a Delaware corporation (the “Borrower”), Fifth Third BankKeyBank National Association, as the administrative agent (the “Administrative Agent”), and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 3.03(g)(ii)(B)(iv) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.]
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 F-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5January 28, 2014 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company MGM National Harbor, LLC (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent and as an L/C Issuer. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue CodeCode and (v) no payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative AgentAgent in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: __________ __, 20[ ] EXHIBIT B-2 F-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5January 28, 2014 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company MGM National Harbor, LLC (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent and as an L/C Issuer. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue CodeCode and (v) no payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: __________ __, 20[ ] EXHIBIT B-3 F-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5January 28, 2014 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company MGM National Harbor, LLC (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent and as an L/C Issuer. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue CodeCode and (vi) no payments in connection with any Loan Document are effectively connected with the undersigned’s or its direct or indirect partners’/members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: __________ __, 20[ ] EXHIBIT B-4 F-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5January 28, 2014 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company MGM National Harbor, LLC (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent and as an L/C Issuer. Pursuant to the provisions of Section 2.13 3.01(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue CodeCode and (vi) no payments in connection with any Loan Document are effectively connected with the undersigned’s or its direct or indirect partners’/members’ conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative AgentAgent in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: __________ __, 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE G Form of Opening Date Certificate [___________], 20 Fifth Third Bank201[__] Bank of America, N.A., as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 XxxxxxxxxxGlobal Corporate and Commercial Banking Client Service 900 Xxxx Xx. Xxxxxx, XX 00000 FaxMail Code: TX1-492-14-11 Attention: DxXxxxx Xxxxx, AVP, Agency Management Officer Phone: (000-) 000-0000 TelFax: (000-) 000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Dxxxxxx.Xxxxx@xxxx.xxx Re: Opening Date Certificate pursuant to Credit Agreement of MGM National Harbor, LLC Ladies and Gentlemen: This Opening Date Certificate is delivered to you pursuant to clause (c) of the definition of “Opening Date” in the Credit Agreement dated as of November 5January 28, 2014 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”)) among MGM National Harbor, among Kentucky Power Company LLC, a Nevada limited liability company (the “Borrower”), Fifth Third BankBank of America, N.A., as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”)thereto. Capitalized terms not defined used herein shall have the meanings assigned to such terms in the Credit Agreement.. The Borrower hereby represents, warrants and certifies that the Opening Date has occurred and as follows:
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B [RESERVED] [RESERVED] [RESERVED] EXHIBIT B-1 D [RESERVED] EXHIBIT E-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement Agreement, dated as of November 5September 14, 2014 2018 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Entergy Louisiana, LLC, Citibank, N.A., as the administrative agent (the “BorrowerAdministrative Agent”), Fifth Third Bank, as Administrative Agent, and each lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 2.13 2.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(s) (as well as any Note(spromissory note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Administrative Agent and the Administrative AgentBorrower, and (2) the undersigned shall have at all times furnished the Borrower Administrative Agent and the Administrative Agent Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-2 E-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement Agreement, dated as of November 5September 14, 2014 2018 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Entergy Louisiana, LLC, Citibank, N.A., as the administrative agent (the “BorrowerAdministrative Agent”), Fifth Third Bank, as Administrative Agent, and each lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 2.13 2.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-3 E-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement Agreement, dated as of November 5September 14, 2014 2018 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Entergy Louisiana, LLC, Citibank, N.A., as the administrative agent (the “BorrowerAdministrative Agent”), Fifth Third Bank, as Administrative Agent, and each lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 2.13 2.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-4 E-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement Agreement, dated as of November 5September 14, 2014 2018 (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Entergy Louisiana, LLC, Citibank, N.A., as the administrative agent (the “BorrowerAdministrative Agent”), Fifth Third Bank, as Administrative Agent, and each lender and letter of credit issuer from time to time party thereto. Pursuant to the provisions of Section 2.13 2.15(g) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(spromissory note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(spromissory note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Administrative Agent and the Administrative AgentBorrower, and (2) the undersigned shall have at all times furnished the Borrower Administrative Agent and the Administrative Agent Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.:
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 E-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5October 20, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company The Empire District Electric Company, a Kansas Corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent. Pursuant to the provisions of Section 2.13 2.15(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) no payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative AgentAgent in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such paymentspayment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT B-2 E-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5October 20, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company The Empire District Electric Company, a Kansas Corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent. Pursuant to the provisions of Section 2.13 2.15(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) no payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such paymentspayment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-3 E-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5October 20, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company The Empire District Electric Company, a Kansas Corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent. Pursuant to the provisions of Section 2.13 2.15(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) no payments in connection with any Loan Document are effectively connected with the undersigned’s or its direct or indirect partners/members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such paymentspayment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-4 E-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5October 20, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company The Empire District Electric Company, a Kansas Corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent. Pursuant to the provisions of Section 2.13 2.15(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) no payments in connection with any Loan Document are effectively connected with the undersigned’s or its direct or indirect partners/members’ conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative AgentAgent in writing, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such paymentspayment. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.]
Appears in 1 contract
General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by fax facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, with and governed by the law laws of the State of New York. Exhibit EXHIBIT B EXHIBIT B-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement that certain TERM LOAN CREDIT AGREEMENT, dated as of November 5September 20, 2014 2016 (as it may be amended, supplemented supplemented, restated or otherwise modified from time to time, the “Credit Agreement”)) among CLAIRE’S STORES INC., among Kentucky Power Company a Florida corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the LENDERS party thereto from time to time party theretotime, and Wilmington Trust, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”). Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B871(h)(3) or 881(c)(3)(B) of the Internal Revenue Code and Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) the interest payments on the Loan(s) are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of at such times are as reasonably requested by the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in Borrower or the Credit Agreement and used herein shall have the meanings given to them in the Credit AgreementAdministrative Agent. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT B-2 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement that certain TERM LOAN CREDIT AGREEMENT, dated as of November 5September 20, 2014 2016 (as it may be amended, supplemented supplemented, restated or otherwise modified from time to time, the “Credit Agreement”)) among CLAIRE’S STORES INC., among Kentucky Power Company a Florida corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the LENDERS party thereto from time to time party theretotime, and Wilmington Trust, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B871(h)(3) or 881(c)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) the interest payments with respect to such participation are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person person status on an IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writingwriting and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its inability to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of the two calendar years preceding at such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementtimes are as reasonably requested by such Lender. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-3 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement that certain TERM LOAN CREDIT AGREEMENT, dated as of November 5September 20, 2014 2016 (as it may be amended, supplemented supplemented, restated or otherwise modified from time to time, the “Credit Agreement”)) among CLAIRE’S STORES INC., among Kentucky Power Company a Florida corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the LENDERS party thereto from time to time party theretotime, and Wilmington Trust, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B871(h)(3) or 881(c)(3)(B) of the Internal Revenue Code and Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) the interest payments with respect to such participation are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms an IRS Form W-8BEN or W-8BEN-E from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender) or promptly notify such Lender in writing of its inability to do so, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of the two calendar years preceding at such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreementtimes are as reasonably requested by such Lender. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-4 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement that certain TERM LOAN CREDIT AGREEMENT, dated as of November 5September 20, 2014 2016 (as it may be amended, supplemented supplemented, restated or otherwise modified from time to time, the “Credit Agreement”)) among CLAIRE’S STORES INC., among Kentucky Power Company a Florida corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the LENDERS party thereto from time to time party theretotime, and Wilmington Trust, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties. Capitalized terms used herein that are not defined herein shall have the meanings ascribed to them in the Credit Agreement. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B871(h)(3) or 881(c)(3)(B) of the Internal Revenue Code and Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) the interest payments on the Loan(s) are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms an IRS Form W-8BEN or W-8BEN-E from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and deliver promptly to the Borrower and the Administrative Agent an updated certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its inability to do so, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, undersigned or in either of at such times are as reasonably requested by the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in Borrower or the Credit Agreement and used herein shall have the meanings given to them in the Credit AgreementAdministrative Agent. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE EXECUTION VERSION GUARANTEE AND COLLATERAL AGREEMENT Dated and effective as of September 20, 20 Fifth Third Bank2016, among CLAIRE’S STORES, INC., as Borrower, each Subsidiary Loan Party, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative and Collateral Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.TABLE OF CONTENTS Page
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General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B Form of Assignment and Assumption EXHIBIT B-1 FORM OF E-1 Form of U.S. TAX COMPLIANCE CERTIFICATE Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5January 22, 2014 2016 (as amended, modified or supplemented or otherwise modified from time to time, the “Credit Agreement”)) among Athene Holding Ltd. Athene Life Re Ltd. and Athene USA Corporation, among Kentucky Power Company (as initial borrowers, the “Borrower”)Lenders from time to time party thereto, Fifth Third BankCitibank, N.A., as Administrative Agent, the syndication agents party thereto and each lender from time to time the documentation agents party thereto. Pursuant to the provisions of Section 2.13 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the applicable Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the applicable Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the applicable Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the applicable Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the applicable Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX[ ] By NameBy: Title: Date: , 20[ ] EXHIBIT B-2 FORM OF E-2 Form of U.S. TAX COMPLIANCE CERTIFICATE Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5January 22, 2014 2016 (as amended, modified or supplemented or otherwise modified from time to time, the “Credit Agreement”)) among Athene Holding Ltd., among Kentucky Power Company (Athene Life Re Ltd. and Athene USA Corporation, as initial borrowers, the “Borrower”)Lenders from time to time party thereto, Fifth Third BankCitibank, N.A., as Administrative Agent, the syndication agents party thereto and each lender from time to time the documentation agents party thereto. Pursuant to the provisions of Section 2.13 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the applicable Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the applicable Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as appropriate. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT[ ] By NameBy: Title: Date: , 20[ ] EXHIBIT B-3 FORM OF E-3 Form of U.S. TAX COMPLIANCE CERTIFICATE Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5January 22, 2014 2016 (as amended, modified or supplemented or otherwise modified from time to time, the “Credit Agreement”)) among Athene Holding Ltd., among Kentucky Power Company (Athene Life Re Ltd. and Athene USA Corporation, as initial borrowers, the “Borrower”)Lenders from time to time party thereto, Fifth Third BankCitibank, N.A., as Administrative Agent, the syndication agents party thereto and each lender from time to time the documentation agents party thereto. Pursuant to the provisions of Section 2.13 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the applicable Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the applicable Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as appropriate, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as appropriate, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT[ ] By NameBy: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF E-4 Form of U.S. TAX COMPLIANCE CERTIFICATE Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5January 22, 2014 2016 (as amended, modified or supplemented or otherwise modified from time to time, the “Credit Agreement”)) among Athene Holding Ltd., among Kentucky Power Company (Athene Life Re Ltd. and Athene USA Corporation, as initial borrowers, the “Borrower”)Lenders from time to time party thereto, Fifth Third BankCitibank, N.A., as Administrative Agent, the syndication agents party thereto and each lender from time to time the documentation agents party thereto. Pursuant to the provisions of Section 2.13 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the applicable Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the applicable Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the applicable Borrower with an IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as appropriate, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as appropriate, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the applicable Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the applicable Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT[ ] By NameBy: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as F Form of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.Guaranty
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General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 F-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 530, 2014 2011 (as amended, supplemented or otherwise modified from time to time, time (the “Credit Agreement”), among Kentucky Power Company ADVENT SOFTWARE, INC. (the “Borrower”), Fifth Third Bankthe Lenders parties thereto, the Documentation Agent and the Syndication Agent named therein and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and each lender from time used herein shall have the meanings given to time party theretothem in the Credit Agreement. Pursuant to the provisions of Section 2.13 2.19 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF LENDER] By: Name: Title: Date: , 20 EXHIBIT F-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Credit Agreement, dated as of November 30, 2011 (as amended, supplemented or otherwise modified from time to time (the “Credit Agreement”), among ADVENT SOFTWARE, INC. (the “Borrower”), the Lenders parties thereto, the Documentation Agent and the Syndication Agent named therein and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By Name: Title: Date: , 20[ ] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.19 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: , 201 EXHIBIT F-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Credit Agreement, dated as of November 30, 2011 (as amended, supplemented or otherwise modified from time to time (the “Credit Agreement”), among ADVENT SOFTWARE, INC. (the “Borrower”), the Lenders parties thereto, the Documentation Agent and the Syndication Agent named therein and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.19 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: , 201 EXHIBIT F-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to the Credit Agreement, dated as of November 30, 2011 (as amended, supplemented or otherwise modified from time to time (the “Credit Agreement”), among ADVENT SOFTWARE, INC. (the “Borrower”), the Lenders parties thereto, the Documentation Agent and the Syndication Agent named therein and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.19 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] 201 EXHIBIT C G-1 FORM OF REQUEST FOR INCREASED FACILITY INCREASE ACTIVATION NOTICE—INCREMENTAL TERM LOANS To: JPMorgan Chase Bank, 20 Fifth Third BankN.A., as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: under the Credit Agreement referred to below Reference is made to the Credit Agreement, dated as of November 530, 2014 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Advent Software, Inc. (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), the several banks and each lender from time to time party other financial institutions or entities parties thereto (the “Lenders”), the Documentation Agent and the Syndication Agent named therein and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.. This notice is an Increased Facility Activation Notice referred to in the Credit Agreement, and the Borrower and each Lender party hereto hereby notify you pursuant to Section 2.24(a) of the Credit Agreement that:
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General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5[_______], 2014 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company RXXXX TECHNOLOGIES, INC. (the “Parent Borrower”), the Foreign Subsidiary Borrowers (together with the Parent Borrower, the “Borrowers”; each, a “Borrower”), Fifth Third Bankthe Lenders party thereto, the Documentation Agents and Syndication Agents named therein and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent, and each lender from time to time party thereto”). Pursuant to the provisions of Section 2.13 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXX] By Name: Title: Date: , 20[ ] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E (or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either successor form thereto required under applicable law as of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”date hereof), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT C [FORM OF REQUEST FOR FACILITY INCREASE OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement, 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5[_______], 2014 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company RXXXX TECHNOLOGIES, INC. (the “Parent Borrower”), the Foreign Subsidiary Borrowers (together with the Parent Borrower, the “Borrowers”; each, a “Borrower”), Fifth Third Bankthe Lenders party thereto, the Documentation Agents and Syndication Agents named therein and JPMORGAN CHASE BANK, N.A., as Administrative Agent administrative agent (in such capacity, the “Administrative Agent”). Pursuant to the provisions of Section 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and each lender from time (iv) it is not a controlled foreign corporation related to time party the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or Form W-8BEN-E (or such successor form thereto (required under applicable law as of the “Lenders”date hereof). Capitalized By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms not defined in the Credit Agreement and used herein shall have the meanings assigned given to such terms them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement, dated as of [_______], 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among RXXXX TECHNOLOGIES, INC. (the “Parent Borrower”), the Foreign Subsidiary Borrowers (together with the Parent Borrower, the “Borrowers”; each, a “Borrower”), the Lenders party thereto, the Documentation Agents and Syndication Agents named therein and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Pursuant to the provisions of Section 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or Form W-8BEN-E from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption (or such successor form thereto required under applicable law as of the date hereof). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement, dated as of [_______], 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among RXXXX TECHNOLOGIES, INC. (the “Parent Borrower”), the Foreign Subsidiary Borrowers (together with the Parent Borrower, the “Borrowers”; each, a “Borrower”), the Lenders party thereto, the Documentation Agents and Syndication Agents named therein and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Pursuant to the provisions of Section 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or Form W-8BEN-E from each of such partner's/member's beneficial owners that is claiming the portfolio interest exemption (or such successor form thereto required under applicable law as of the date hereof). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT E FORM OF NEW LENDER SUPPLEMENT NEW LENDER SUPPLEMENT (this “New Lender Supplement”), dated ______, 20__, to the Credit Agreement, dated as of [______], 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Rxxxx Technologies, Inc. (the “Parent Borrower”), the Foreign Subsidiary Borrowers (together with the Parent Borrower, the “Borrowers”), the Lenders parties thereto, the Documentation Agents and Syndication Agents named therein, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax email shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New York. Exhibit B EXHIBIT B-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5March 21, 2014 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company ITT Educational Services, Inc. (the “Borrower”), Fifth Third JPMorgan Chase Bank. N.A., as Administrative Agent, and Bank of America, N.A., as Syndication Agent, each lender from time to time party thereto and each other party thereto. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(spromissory note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue CodeCode and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By:______________________________________ Name: Title: Date: ________ __, 20[ ] EXHIBIT B-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of March 21, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among ITT Educational Services, Inc. (the “Borrower”), JPMorgan Chase Bank. N.A., as Administrative Agent, Bank of America, N.A., as Syndication Agent, each lender from time to time party thereto and each other party thereto. Pursuant to the provisions of Section 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any promissory note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By:______________________________________ Name: Title: Date: ________ __, 20[ ] EXHIBIT B-3 FORM OF U.S. TAX CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5March 21, 2014 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company ITT Educational Services, Inc. (the “Borrower”), Fifth Third JPMorgan Chase Bank. N.A., as Administrative Agent, and Bank of America, N.A., as Syndication Agent, each lender from time to time party thereto and each other party thereto. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By:______________________________________ Name: Title: Date: ________ __, 20[ ] EXHIBIT B-3 B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5March 21, 2014 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company ITT Educational Services, Inc. (the “Borrower”), Fifth Third JPMorgan Chase Bank. N.A., as Administrative Agent, and Bank of America, N.A., as Syndication Agent, each lender from time to time party thereto and each other party thereto. Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) the interest payments in question are not effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By:______________________________________ Name: Title: Date: ________ __, 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.]
Appears in 1 contract
General Provisions. This Assignment and Assumption Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption Acceptance by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and AssumptionAcceptance. This Assignment and Assumption Acceptance shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 C FORM OF ADMINISTRATIVE QUESTIONNAIRE [See Attached] EXHIBIT D-1 [FORM OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5December 14, 2014 2018 (as amended, supplemented modified, extended or otherwise modified restated from time to time, the “Credit Agreement”), among Kentucky Power Company Xxxxxx Biomet Holdings, Inc. (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party thereto, and Bank of America, as Administrative Agent. Pursuant to the provisions of Section 2.13 3.11 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(spromissory note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT B-2 D-2 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5December 14, 2014 2018 (as amended, supplemented modified, extended or otherwise modified restated from time to time, the “Credit Agreement”), among Kentucky Power Company Xxxxxx Biomet Holdings, Inc. (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party theretothereto and Bank of America, N.A., Administrative Agent. Pursuant to the provisions of Section 2.13 3.11 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-3 D-3 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5December 14, 2014 2018 (as amended, supplemented modified, extended or otherwise modified restated from time to time, the “Credit Agreement”), among Kentucky Power Company Xxxxxx Biomet Holdings, Inc. (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.11 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’spartner's/member’s 's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-4 D-4 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5December 14, 2014 2018 (as amended, supplemented modified, extended or otherwise modified restated from time to time, the “Credit Agreement”), among Kentucky Power Company Xxxxxx Biomet Holdings, Inc. (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender the Lenders from time to time party theretothereto and Bank of America, N.A., as Administrative Agent. Pursuant to the provisions of Section 2.13 3.11 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(spromissory note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit the Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’spartner's/member’s 's beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.]
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B 008330-0413-Active.28503422.3 EXHIBIT B-1 E-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Credit Agreement Agreement, dated as of November 5December 19, 2014 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Boston Scientific Corporation, the “Borrower”)banks and financial institutions from time to time parties thereto, Fifth Third BankBarclays Bank PLC, as Lead Arranger and Bookrunner, and Barclays Bank PLC, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 subsection 3.10 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B881(c)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By:______________________________________ Name: Title: Date: ________ __, 20[ [__] 008330-0413-Active.28503422.3 EXHIBIT B-2 E-2 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Credit Agreement Agreement, dated as of November 5December 19, 2014 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (Boston Scientific Corporation, the “Borrower”)banks and financial institutions from time to time parties thereto, Fifth Third BankBarclays Bank PLC, as Lead Arranger and Bookrunner, and Barclays Bank PLC, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Appears in 1 contract
Samples: Term Loan Credit Agreement
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law laws of the State of New YorkYork (including Sections 5-1401 and 5-1402 of the New York General Obligations Law, but excluding all other choice of law and conflicts of law rules). Exhibit B EXHIBIT B-1 E-1 [FORM OF U.S. TAX COMPLIANCE CERTIFICATE] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Credit Agreement dated as of November 5August 21, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), Fifth Third the Lenders from time to time parties thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E (or any successor form). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: ______________________________________ Name: ____________________________________ Title: _____________________________________ Date: ___________, 20[ [__] EXHIBIT B-2 E-2 [FORM OF U.S. TAX COMPLIANCE CERTIFICATE] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Credit Agreement dated as of November 5August 21, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), Fifth Third the Lenders from time to time parties thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(CSection881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E (or any successor form). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: ______________________________________ Name: ____________________________________ Title: _____________________________________ Date: ___________, 20[ [__] EXHIBIT B-3 E-3 [FORM OF U.S. TAX COMPLIANCE CERTIFICATE] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Credit Agreement dated as of November 5August 21, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), Fifth Third the Lenders from time to time parties thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor form) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: ______________________________________ Name: ____________________________________ Title: _____________________________________ Date: ___________, 20[ [__] EXHIBIT B-4 E-4 [FORM OF U.S. TAX COMPLIANCE CERTIFICATE] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Credit Agreement dated as of November 5August 21, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company INTERCONTINENTAL EXCHANGE, INC., a Delaware corporation (the “Borrower”), Fifth Third the Lenders from time to time parties thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.16 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten “10 percent shareholder shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor form) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (or any successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: ______________________________________ Name: ____________________________________ Title: _____________________________________ Date: ___________, 20[ [__] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE F [ ], 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: 20__ This Solvency Certificate is delivered pursuant to Section 3.2(b) of the Term Loan Credit Agreement dated as of November 5August 21, 2014 2020 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Intercontinental Exchange, Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender the Lenders from time to time party thereto (the “Lenders”)parties thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.. The undersigned hereby certifies, solely in his capacity as an officer of the Borrower and not in his individual capacity, as follows:
Appears in 1 contract
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 E-1 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 5July 31, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company EQT Corporation, a Pennsylvania corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto, PNC Bank, National Association, as Administrative Agent, L/C Issuer and Swing Line Lender, and the other L/C Issuers named therein. Pursuant to the provisions of Section 2.13 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT B-2 E-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 5July 31, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company EQT Corporation, a Pennsylvania corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto, PNC Bank, National Association, as Administrative Agent, L/C Issuer and Swing Line Lender, and the other L/C Issuers named therein. Pursuant to the provisions of Section 2.13 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-3 E-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 5July 31, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company EQT Corporation, a Pennsylvania corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto, PNC Bank, National Association, as Administrative Agent, L/C Issuer and Swing Line Lender, and the other L/C Issuers named therein. Pursuant to the provisions of Section 2.13 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-4 E-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 5July 31, 2014 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company EQT Corporation, a Pennsylvania corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto, PNC Bank, National Association, as Administrative Agent, L/C Issuer and Swing Line Lender, and the other L/C Issuers named therein. Pursuant to the provisions of Section 2.13 3.01 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third Bank, as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxx, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.]
Appears in 1 contract
Samples: Credit Agreement (EQT Corp)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 (to the Credit Agreement) [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5June 30, 2014 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company PacifiCorp (the “Borrower”), Fifth Third the Lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent, Agent and each lender the LC Issuing Banks party thereto from time to time party theretotime. Pursuant to the provisions of Section 2.13 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(spromissory note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN W-8BEN-E or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By Name: Title: Date: ________ __, 20[ ] EXHIBIT B-2 F-2 (to the Credit Agreement) [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5June 30, 2014 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company PacifiCorp (the “Borrower”), Fifth Third the Lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent, Agent and each lender the LC Issuing Banks party thereto from time to time party theretotime. Pursuant to the provisions of Section 2.13 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN W-8BEN-E or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-3 F-3 (to the Credit Agreement) [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5June 30, 2014 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company PacifiCorp (the “Borrower”), Fifth Third the Lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent, Agent and each lender the LC Issuing Banks party thereto from time to time party theretotime. Pursuant to the provisions of Section 2.13 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E or IRS Form W-8BEN-E W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E or IRS Form W-8BEN-E W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-4 F-4 (to the Credit Agreement) [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement Agreement, dated as of November 5June 30, 2014 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company PacifiCorp (the “Borrower”), Fifth Third the Lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent, Agent and each lender the LC Issuing Banks party thereto from time to time party theretotime. Pursuant to the provisions of Section 2.13 2.18 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(spromissory note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(spromissory note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN W-8BEN-E or IRS Form W-8BEN-E W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN W-8BEN-E or IRS Form W-8BEN-E W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT C FORM SCHEDULE I LIST OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third COMMITMENT AMOUNTS AND APPLICABLE LENDING OFFICES PACIFICORP U.S. $400,000,000 Credit Agreement Name of Bank Commitment Amount DomesticLending Office EurodollarLending Office JPMorgan Chase Bank, N.A. $26,790,017.21 000 Xxxxxxx Xxxxxxxxxx Xxxx, Ops 0 Xxxxx 0 Xxxxxx, Xxxxxxxx 00000-0000 Contact: Xxxx JavellanaPhone: (212) 270-4272Email: xxxx.x.xxxxxxxxx@jpmorgan.comGroup Email : xx_xxx@xxxxxxxx.xxx Same as Administrative Agent 00 Domestic Lending Office Xxxxx Fargo Bank, National Association $26,790,017.21 0000 XX 0xx Xxx XXX: P6101-066 Xxxxxxxx, Xxxxxx 00000 Contact: Xxxx LarpenteurPhone: (503) 886-2216Fax: (866) 629-0772Email: Xxxxxxxx@xxxxxxxxxx.xxx Same as Domestic Lending Office MUFG Union Bank, N.A. $26,790,017.21 000 Xxxxx Xxxxxxxx Xxxxxx, 15th FloorLos Angeles, California 90071 Contact: Lindsay MinnemanPhone: (213) 236-5726Email: lminneman@us.mufg.jpGroup Email: #xxx_xxxx@xxxxxxxxx.xxx Same as Domestic Lending Office Name of Bank Commitment Amount DomesticLending Office EurodollarLending Office Mizuho Bank, Ltd. $26,790,017.21 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Contact: Xxxxxx ChangPhone: (212) 282-3465Fax: (212) 282-4488Email: xxxxxx.xxxxx@mizuhocbus.comGroup Email: XXX_XXXxxx0@xxxxxxxxxx.xxx Same as Domestic Lending Office Citibank, N.A. $26,790,017.21 000 Xxxx Xxxxxx, 00xx Xxxxx MD0 Xxx Xxxx, Xxx Xxxx 00000 Contact: 109047 Xxxxxxxxxx, XX 00000 FaxLoan AdministrationPhone: (000-) 000-0000 TelFax: (000-) 000-0000 Email: xxxx.xxxx@00.xxx AttentionXXXxxxxxxxxxxXxx@xxxx.xxx Same as Domestic Lending Office Barclays Bank PLC $18,313,253.01 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Contact: Xxx Xxxxx Phone: (212) 526-0787Email: xxx.xxxxx@barclays.comGroup Email: xxxXXXxxxXxx0@Xxxxxxxx.xxx Same as Domestic Lending Office U.S. Bank National Association $26,790,017.21 000 Xxxxxxxx Xxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Contact: Holland X. Xxxxxxxx Phone: (208) 383-7565Fax: (208) 383-7489Email: xxxxxxxxxxxxxx.xxxxxxxx@xxxxxx.xxx Same as Domestic Lending Office Name of Bank Commitment Amount DomesticLending Office EurodollarLending Office BNP Paribas $26,790,017.21 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Contact: Denis O’MearaPhone: (212) 471-8108Fax: (212) 841-2745Email: xxxxx.xxxxxx@xxxxxxxx.xxxxxxxxxx.xxx Same as Domestic Lending Office Bank of Montreal, Chicago Branch $18,936,425.33 000 X. XxXxxxx St. Chicago, IL 60603 Contact: Xxxxx McDonaldPhone: (403) 515-3663Fax: (403) 515-3650Email: xxxxx.xxxxxxxx@xxx.xxx Same as Domestic Lending Office Royal Bank of Canada $18,313,253.01 Three World Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Contact: Xxxx HoffmanPhone: (212) 428-6602Fax: (212) 428-6201Email: xxxx.xxxxxxx@xxxxx.xxx Same as Domestic Lending Office The Bank of Nova Scotia $18,313,253.01 000 Xxxx ReXxxxxx X-0xx xxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0 Contact: Xxxxx Aboul-NajaPhone: 416 866 3636Fax: 212 225 5709Email: Xxxxx.Xxxxx-Xxxx@xxxxxxxxxx.xxxXxxxx Email: XXXXXXxxx_XxxxXxx@xxxxxxxxxx.xxx Same as Domestic Lending Office Sumitomo Mitsui Banking Corporation $13,886,711.90 000 Xxxx XxxxxxXxx Xxxx, Xxx Xxxx 00000 Contact: Xxxxxx YiPhone: (646) 231-7489Fax : (212) 224-4397Email: Roland_Yi@smbc Same as Domestic Lending Office Name of Bank Commitment Amount DomesticLending Office EurodollarLending Office CoBank, ACB $15,149,140.25 0000 X. Xxxxxxxx Xxxxx XxxxxxXxxxxxxxx Xxxxxxx, XX 00000 Contact: Josh BatchelderPhone: (303) 740-4120Fax : (000) 000-0000 Email: xxxxxxxxxxx@xxxxxx.xxxXxxxx Email: xxxxxxxxxx@xxxxxx.xxx Same as Domestic Lending Office The Bank of New York Mellon $17,421,511.29 0000 Xxxxxxx XxxxXxxxxxxx, XX 00000 Contact: Xxxxxx X. MurphyPhone: (315) 765-4317Fax: (315) 765-4822Email: Xxxxxx.xxxxxx@xxxxxxxxx.xxx Same as Domestic Lending Office KeyBank National Association $13,381,740.55 0000 Xxxxxxxx XxxxXxxxxxxx, OH 44144 Contact: Xxxxxx Xxxxxxx Phone: (216) 813-4804Fax: (000) 000-0000 (Note : All notices must be faxed)Email: Xxxxxx_Xxxxxxx@Xxxxxxx.xxx Same as Domestic Lending Office SunTrust Bank $10,099,426.83 000 Xxxxxxxxx Xxxxxx XxxxxxxXxxxxxx, XX 00000 Contact: Meta TshimangaPhone: (770) 352-5231Fax: (844) 288-3379Email: Xxxx.Xxxxxxxxx@xxxxxxxx.xxx Same as Domestic Lending Office TD Bank N.A. $10,099,426.83 0000 Xxxxxx XxxxxxXxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Contact: Vijad PrasadPhone: (646) 652-1427Email: xxxxx.xxxxxx@xx.xxxXxxxx Email: xxxxxxxx.xxxxxxxxxx@xxxxxxx.xxx Same as Domestic Lending Office Name of Bank Commitment Amount DomesticLending Office EurodollarLending Office Canadian Imperial Bank of Commerce, New York Branch $16,916,539.95 000 Xxx Xxxxxx, 0xx XxxxxXxxxxxx, XX X0X 0X0 Contact: Xxxxxx TomPhone: (416) 542-4446Fax: (000) 000-0000 Same as Domestic Lending Office PNC Bank, National Association $14,139,197.57 000 Xxxxx Xxxxxx Xxx XXX Xxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000 Contact: Xxxxx GordonPhone: (440) 546-6564Fax: (877) 717-5502Email: xxxxx.xxxxxx@pnc.comGroup Email: xxxxxxxxxxxxxXX00XXX@xxx.xxx Same as Domestic Lending Office National Cooperative Services Corporation (NCSC) $25,000,000.00 00000 Xxxxxxxxxxx Xxx Xxxxxx, Xxxxxxxx 00000 Contact: Xxxxx RodriguesPhone: (703) 467-2740Fax: (703) 467-5653Email: Xxxxx.Xxxxxxxxx@xxxxxx.xxxx Same as Domestic Lending Office The Northern Trust Company $2,500,000.00 00 X. XxXxxxx StreetChicago, Illinois 60603 Contact: Xxxxxxx Xxxxxxxx Phone: (312) 557-3075Fax: (312) 557-1425Email: xx00@xxxx.xxx Same as Domestic Lending Office TOTAL $400,000,000 SCHEDULE II LIST OF FRONTING COMMITMENTS PACIFICORP U.S. $400,000,000 Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third LC Issuing Bank LC Issuing Bank Address Fronting Commitment JPMorgan Chase Bank, as Administrative Agent N.A. 500 Xxxxxxx Xxxxxxxxxx Xxxx, Ops 2, Floor 03Newark, Delaware 00000-0000 Contact: Xxxxxxx Xxxxxxxx Phone: (“Administrative Agent”)000) 000-0000 Fax: (201) 244-3885Email: xxxx.xxxxxxxx@xxxxxxxx.xxx $125,000,000 MUFG Union Bank, and each lender from time to time party thereto N.A. 440 Xxxxx Xxxxxxxx Xxxxxx, G16-110Los Angeles, CA 90071 Contact: Lindsay MinnemanPhone: (the “Lenders”)213) 236-5726Email: lminneman@us.mufg.jpGroup Email: #xxx_xxxx@xxxxxxxxx.xxx $75,000,000 Mizuho Bank, Ltd. 1200 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xontact: Xxxxxx ChangPhone: (212) 282-3465Fax: (212) 282-4488Email: xxxxxx.xxxxx@mizuhocbus.comGroup Email: XXX_XXXxxx0@xxxxxxxxxx.xxx $75,000,000 SCHEDULE III LIST OF MATERIAL SUBSIDIARIES PACIFICORP U.S. $400,000,000 Credit Agreement None. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.SCHEDULE IV EXISTING LETTERS OF CREDIT
Appears in 1 contract
Samples: Credit Agreement (Pacificorp /Or/)
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit B EXHIBIT B-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the First Lien Credit Agreement dated as of November 5October 27, 2014 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Xxx.xxx Group, Inc. (the “Borrower”), Fifth Third the Lenders party thereto, the Co-Syndication Agents named therein, the Co-Documentation Agents named therein and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and each lender from time used herein shall have the meanings given to time party theretothem in the Credit Agreement. Pursuant to the provisions of Section 2.13 2.19(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue CodeCode and is not subject to regulatory or other legal requirements as a bank in any jurisdiction and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and Code, (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue CodeCode and (v) no payments in connection with any Loan Document are effectively connected with the undersigned's conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either prior to the calendar year in which each next payment date following such change for any payment to the undersigned under the Loan Documents. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] [FORM OF] U.S. TAX CERTIFICATE (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is to be hereby made to the undersignedFirst Lien Credit Agreement dated as of October 27, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxx.xxx Group, Inc. (the “Borrower”), the Lenders party thereto, the Co-Syndication Agents named therein, the Co-Documentation Agents named therein and JPMorgan Chase Bank, N.A., as administrative agent (in either of such capacity, the two calendar years preceding such payments“Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Pursuant to the provisions of Section 2.19(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) neither the undersigned nor any of its partners/members is (A) a bank within the meaning of Section 881(c)(3)(A) of the Code or (B) subject to regulatory or other legal requirements as a bank in any jurisdiction or has been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with the undersigned's or its partners/members' conduct of a U.S. trade or business. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate prior to the next payment date following such change for any payment to the undersigned under the Loan Documents. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT B-2 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the First Lien Credit Agreement dated as of November 5October 27, 2014 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company Xxx.xxx Group, Inc. (the “Borrower”), Fifth Third the Lenders party thereto, the Co-Syndication Agents named therein, the Co-Documentation Agents named therein and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and each lender from time used herein shall have the meanings given to time party theretothem in the Credit Agreement. Pursuant to the provisions of Section 2.13 2.19(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue CodeCode and is not subject to regulatory or other legal requirements as a bank in any jurisdiction and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (v) no payments in connection with any Loan Document are effectively connected with the undersigned's conduct of a U.S. trade or business. The undersigned has furnished its participating Lender Lender, the Borrower and the Administrative Agent with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. . By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender Lender, the Borrower and the Administrative Agent in writing, writing and (2) the undersigned shall have at all times furnished such Lender Lender, the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either prior to the calendar year in which each next payment date following such change for any payment to the undersigned under the Loan Documents. [NAME OF PARTICIPANT] By: Name: Title: Date: ________ __, 20[ ] [FORM OF] U.S. TAX CERTIFICATE (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is to be hereby made to the undersignedFirst Lien Credit Agreement dated as of October 27, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxx.xxx Group, Inc. (the “Borrower”), the Lenders party thereto, the Co-Syndication Agents named therein, the Co-Documentation Agents named therein and JPMorgan Chase Bank, N.A., as administrative agent (in either of such capacity, the two calendar years preceding such payments“Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 2.19(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is (A) a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue CodeCode or (B) subject to regulatory or other legal requirements as a bank in any jurisdiction or has been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and Code, (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code, and (vi) no payments in connection with any Loan Document are effectively connected with the undersigned's or its partners/members' conduct of a U.S. trade or business. The undersigned has furnished its participating Lender Lender, the Borrower and the Administrative Agent with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’sits partners/member’s beneficial owners that is members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender Lender, the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersignedLender, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By Name: Title: Date: , 20[ ] EXHIBIT B-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of November 5, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company (the “Borrower”), Fifth Third Bank, as Administrative Agent, and each lender from time to time party thereto. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any Note(s) evidencing such Advance(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made prior to the undersigned, or in either of next payment date following such change for any payment to the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in undersigned under the Credit Agreement and used herein shall have the meanings given to them in the Credit AgreementLoan Documents. [NAME OF PARTICIPANT] By By: Name: Title: Date: ________ __, 20[ ] EXHIBIT C F FORM OF REQUEST FOR FACILITY INCREASE , 20 Fifth Third BORROWING NOTICE To: JPMorgan Chase Bank, as Administrative Agent 00 Xxxxxxxx N.A. 0000 Xxxxxx Xxxxxx, Floor 10 Houston, Texas 77002-6925 Attention: Xxxxxxx Xxxxx MDTelecopy: 109047 Xxxxxxxxxx, XX 00000 Fax: (000-) 000-0000 TelTelephone: (000-) 000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: Reference is hereby made to the First Lien Credit Agreement Agreement, [currently anticipated to be] dated as of November 5October 27, 2014 2011 (as amended, supplemented supplemented, restated or otherwise modified from time to time, the “Credit Agreement”; unless otherwise defined herein, terms defined therein being used herein as therein defined), among Kentucky Power Company Xxx.xxx Group, Inc., a Delaware corporation (the “Borrower”), Fifth Third Bank, as Administrative Agent (“Administrative Agent”), the several banks and each lender other financial institutions or entities from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent, and the other agents named therein. Capitalized terms not defined herein shall have the meanings assigned Pursuant to such terms in Section [2.2][2.5] of the Credit Agreement., the Borrower hereby gives notice to the Administrative Agent that Loans of the type and amount set forth below be made to it in the form of [Term Loans][Revolving Loans] on the date indicated below: Type of Loan (check one) Interest Period* Amount** Date of Loan*** ABR Loan Eurodollar Loan * For any Eurodollar Loan, one, two, three or six months (or, if agreed by all applicable Lenders under the relevant Facility, nine or twelve months or a shorter period). ** If a Revolving Loan, (i) ABR Loans must be at least $500,000 or a whole multiple thereof (or, if the then aggregate Available Revolving Commitments are less than $500,000, such lesser amount) and (ii) Eurodollar Loans must be at least $2,500,000 or a whole multiple of $500,000 in excess thereof. *** At least three (3) Business Days later if a Eurodollar Loan or one (1) Business Day if an ABR Loan. The Borrower hereby requests that the proceeds of Loans described in this Borrowing Notice be made available to it as follows: [insert transmittal instructions]. [The undersigned Borrower hereby certifies that:
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General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by fax any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. Exhibit EXHIBIT B SUBORDINATION TERMS EXHIBIT B-1 C-1 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement Agreement, dated as of November 5February 29, 2014 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company UGI Energy Services, LLC (the “Borrower”), Fifth Third the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent, and each lender from time to time party thereto”). Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF XXXXXXLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT B-2 C-2 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement Agreement, dated as of November 5February 29, 2014 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company UGI Energy Services, LLC (the “Borrower”), Fifth Third the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent, and each lender from time to time party thereto”). Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-3 C-3 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement Agreement, dated as of November 5February 29, 2014 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company UGI Energy Services, LLC (the “Borrower”), Fifth Third the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent, and each lender from time to time party thereto”). Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By By: Name: Title: Date: , 20[ ] EXHIBIT B-4 C-4 [FORM OF OF] U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement Agreement, dated as of November 5February 29, 2014 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company UGI Energy Services, LLC (the “Borrower”), Fifth Third the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent, and each lender from time to time party thereto”). Pursuant to the provisions of Section 2.13 2.17 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance(sLoan(s) (as well as any Note(s) evidencing such Advance(sLoan(s)), (iii) with respect to the extension of credit pursuant to this the Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANTLENDER] By By: Name: Title: Date: , 20[ ] EXHIBIT C D FORM OF REQUEST FOR FACILITY INCREASE INCREASING LENDER SUPPLEMENT INCREASING LENDER SUPPLEMENT, dated , 20 Fifth Third Bank(this “Supplement”), as Administrative Agent 00 Xxxxxxxx Xxxxxx Xxxxx MD: 109047 Xxxxxxxxxxby and among each of the signatories hereto, XX 00000 Fax: 000-000-0000 Tel: 000-000-0000 Email: xxxx.xxxx@00.xxx Attention: Xxxx Xxxx Re: to the Second Amended and Restated Credit Agreement Agreement, dated as of November 5February 29, 2014 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Kentucky Power Company UGI Energy Services, LLC (the “Borrower”), Fifth Third the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent administrative agent (in such capacity, the “Administrative Agent”), and each lender from time to time party thereto (the “Lenders”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
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Samples: Credit Agreement (Ugi Corp /Pa/)
