SIGNATURE PAGES FOLLOW. THUS DONE AND PASSED in multiple originals, in the City or County of , State of , on the day of , 20 , in the presence of the undersigned competent witnesses who have signed their names, together with appearers and me, Notary. WITNESSES: CAPITAL ONE, NATIONAL ASSOCIATION By: Print name: Name: Title: Print name: NOTARY PUBLIC Name: Notary Id./Bar Roll No.: My Commission Expires: THUS DONE AND PASSED in multiple originals, in the County or Parish of , State of , on the day of , 20 , in the presence of the undersigned competent witnesses who have signed their names, together with appearers and me, Notary. WITNESSES: By: Print name: Name: Title: Print name: NOTARY PUBLIC Name: Notary Id./Bar Roll No.: My Commission Expires: EXHIBIT C FORM OF FIRPTA AFFIDAVIT NON-FOREIGN AFFIDAVIT Date: (Pursuant to 26 U.S.C. Section 1445 & Treas. Reg. Section 1.1445-2(b) (2) (iii)) , 20 Transferor: CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association (“Transferor”) Transferor’s Address: Capital One, National Association (including county) 0000 Xxxx Xxxxxxx Road Melville, NY 11747 (Suffolk County, NY) Transferor’s U.S. Taxpayer Identification Number: 00-0000000 Transferee:
SIGNATURE PAGES FOLLOW. A 3- ORIGINAL BORROWER: Xxxxxxxx 66 Company By: _________________________ Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer NEW BORROWER: Xxxxxxxx 66 Partners LP By: Xxxxxxxx 66 Partners GP LLC, its General Partner By: Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer LENDER: Xxxxxxxx Gas Company Shareholder, Inc. By: Name: Xxxxx X. Xxxxxx Title: Vice President and Treasurer -A 4- EXHIBIT A THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. IT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. TERM LOAN NOTE $244,000,000.00 October 23, 2014 For value received, the undersigned Xxxxxxxx 66 Company, a Delaware corporation, with principal offices at 0000 Xxxxxxxxx Xxxxx, Xxxxxxx, XX 00000 (“Borrower”), hereby promises to pay to the order of Xxxxxxxx Gas Company Shareholder, Inc., a Delaware corporation, with principal offices at 0000 Xxxxxxxxx Xx., Xxxxxxx, XX 00000 (“Lender”), the principal amount of Two Hundred Forty Four Million and No/100’s Dollars ($244,000,000.00) (the “Loan”) all as required by this Term Loan Note (this “Note”). The Loan is not revolving and any amounts repaid may not be reborrowed by Borrower. Subject to the terms and conditions of this Note, Borrower agrees to repay to Lender the aggregate outstanding principal balance of the Loan, together with accrued and unpaid interest thereon as set forth below, on December 1, 2019 (the “Maturity Date”) or such earlier date upon which the maturity of the Loan may have been accelerated pursuant to the terms hereof. The Loan shall bear interest on the unpaid principal balance, from the date of borrowing to the date of payment at the rate of three and one/tenth percent (3.1%) per annum. Such interest shall be (i) calculated based upon a year of 360 days for the actual number of days elapsed and (ii) paid, as applicable, (A) quarterly in arrears on the first day following the last day of each calendar quarter, beginning on April 1, 2015, and (B) on the Maturity Date; provided that Borrower shall make an interest payment on January 2, 2015 for the stub interest period beginning on December 1, 2014 and ending on December 31, 2014. If Borrower fails to pay any principal or interest payment as and when due, any amount not paid shall bear interest at the rate of five and one/tenth percent (5.1%) per annum instead of the interest rate stated above, from the date due to the date on which such amount is paid in full. Notwit...
SIGNATURE PAGES FOLLOW. Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Lenders party thereto. UNIVERSAL AMERICAN CORP., as the Borrower By: Xxxxxx X. Xxxxxxxxx, Executive Vice President and Chief Financial Officer Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Lenders party thereto. BANK OF AMERICA, N.A., as a Lender By: Name: Title: BANK OF AMERICA, N.A., as the Administrative Agent By: Name: Title: Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Lenders party thereto. BANK OF COMMUNICATIONS CO., LTD., NEW YORK BRANCH, as a Lender By: Name: Title: Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Lenders party thereto. XXXXXXX XXXXX BANK FSB, as a Lender By: Name: Title: Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Lenders party thereto. CALYON NEW YORK BRANCH, as a Lender By: Name: Title: By: Name: Title: Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Lenders party thereto. XXXXX XXX COMMERCIAL BANK, LTD., LOS ANGELES BRANCH, as a Lender By: Name: Title: Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Lenders party thereto. CITIBANK, N.A., as a Lender By: Name: Title: Signature Page to that certain Second Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Corp., as the Borrower, Bank of America, N.A., as the Adm...
SIGNATURE PAGES FOLLOW. Purchase and Sale Agreement B-1 EXECUTED by the undersigned on this ___ day of ________________, 20__, to be effective upon delivery. GRANTOR: AP WP ______________ REIT LLC, a Delaware limited liability company By: AP WP Texas MF LLC, a Delaware limited liability company, its Manager By: _______________ Name: _____________ Title: _______________ Date signed: STATE OF TEXAS § § COUNTY OF _______ § This instrument was acknowledged before me on this ______ day of __________________, 20___, by __________________, _____________________ of ___________________________, a ______________________, on behalf of said _____________________. __________________________________ Notary Public in and for the State of Texas (SEAL) EXHIBIT A to Special Warranty Deed PROPERTY DESCRIPTION EXHIBIT B to Special Warranty Deed PERMITTED ENCUMBRANCES EXHIBIT C to Contract for Purchase and Sale XXXX OF SALE STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF ___________ § AP WP LAKE REIT LLC, a Delaware limited liability company ("Seller"), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration to Seller in hand paid by __________, a __________ ("Purchaser"), the receipt of which is hereby acknowledged, has bargained, sold, delivered and assigned, and by these presents does bargain, sell, deliver and assign, unto Purchaser all equipment, fixtures, appliances, inventory and other tangible personal property of whatever kind or character owned by Seller and attached to or installed or located on or in that certain real property situated in Dallas County, Texas, and the improvements situated thereon, such tract of land being described on Exhibit A, attached hereto and made a part hereof for all purposes, including, but not limited to, furniture, furnishings, drapes and floor coverings, office equipment and supplies, heating, lighting, refrigeration, plumbing, ventilating, incinerating, cooking, laundry, communication, electrical, dishwashing, and air conditioning equipment, disposals, window screens, storm windows, recreational equipment, pool equipment, patio furniture, sprinklers, hoses, tools and lawn equipment and the items described on Schedule 1 attached hereto and made a part hereof (collectively, the "Property"). Seller has executed this Xxxx of Sale and BARGAINED, SOLD, DELIVERED and ASSIGNED the Property and Purchaser has accepted this Xxxx of Sale and purchased the Property AS IS AND WHEREVER LOCATED, WITHO...
SIGNATURE PAGES FOLLOW. EXECUTED as of the date first stated in this Fifth Amendment to Restated Credit Agreement. MAGNETEK, INC., as Borrower BANK OF AMERICA, N.A. (formerly NationsBank, N.A., and formerly NationsBank of Texas, N.A.), as Agent and a Lender By Xxxx X. Xxxxxxx, Xx., Vice President and Treasurer By Xxxxx X. Xxxxxxx, Principal BANKERS TRUST COMPANY, as a Co-Agent and a Lender CIBC INC., as a Co-Agent and a Lender By By Name: Name: Title: Title: CREDIT LYONNAIS NEW YORK BRANCH, as a Co-Agent and a Lender BANK ONE, N.A. (formerly the First National Bank of Chicago), as a Co-Agent and a Lender By By Name: Name: Title: Title: GENERAL ELECTRIC CAPITAL CORPORATION (assignee of The Long-Term Credit Bank of Japan, Ltd.), as a Co-Agent and a Lender UNION BANK OF CALIFORNIA, N.A., as a Co-Agent and a Lender By By Name: Name: Title: Title: ARAB BANKING CORPORATION (B.S.C.), as a Lender BANK AUSTRIA CREDITANSTALT CORPORATE FINANCE, INC., as a Lender By By Name: Name: Title: Title: By Name: Title: FIRST UNION NATIONAL BANK, as a Lender FUJI BANK, LIMITED, ATLANTA AGENCY, as a Lender By By Name: Name: Title: Title: NATEXIS BANQUE (formerly Banque Française du Commerce Extérieur), as a Lender SOCIETE GENERALE, SOUTHWEST AGENCY, as a Lender By By Name: Name: Title: Title: By Name: Title: THE SUMITOMO BANK, LIMITED, as a Lender BANK HAPOALIM, B.M. (assignee, in part, of Societe Generale, Southwest Agency), as a Lender By By Name: Name: Title: Title: CREDIT AGRICOLE INDOSUEZ (assignee of Caisse Nationale de Credit Agricole), as a Lender THE TOKAI BANK, LTD. NEW YORK BRANCH, as a Lender By By Name: Name: Title: Title: By Name: Title:
SIGNATURE PAGES FOLLOW. Signature Page to that certain First Amendment to Credit Agreement dated as of the date first set forth above, among Universal American Financial Corp., as the Borrower, Bank of America, N.A., as the Administrative Agent, and certain Banks party thereto. UNIVERSAL AMERICAN FINANCIAL CORP., as the Borrower By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Vice President & Chief Financial Officer BANK OF AMERICA, N.A., as a Bank and as the Administrative Agent By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President To induce the Administrative Agent and the Banks to enter into this Amendment, the undersigned consent and agree (a) to its execution and delivery and terms and conditions thereof, (b) that this document in no way releases, diminishes, impairs, reduces, or otherwise adversely affects any Liens, Subsidiary Guaranties, assurances, or other obligations or undertakings of any of the undersigned under any Credit Documents, and (c) that this Amendment binds each of the undersigned and its successors and permitted assigns and inures to the benefit of the Administrative Agent, the Banks, and their respective successors and permitted assigns. WORLDNET SERVICES CORP., as a Guarantor HERITAGE HEALTH SYSTEMS OF TEXAS, INC., as a Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx By: /s/ Xxxxxxxx X. Xxxxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxx, Xx. Title: Chief Financial Officer Title: President UNIVERSAL AMERICAN FINANCIAL SERVICES, INC., as a Guarantor HHS TEXAS MANAGEMENT, INC., as a Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxx Title: President Title: Secretary QUINCY COVERAGE CORPORATION, as a Guarantor CHCS SERVICES INC., as a Guarantor By: /s/ Xxxxxx X. Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: President Title: Executive Vice President HERITAGE HEALTH SYSTEMS, INC., as a Guarantor By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Assistant Secretary PSO MANAGEMENT OF TEXAS, LLC, as a Guarantor HHS TEXAS MANAGEMENT, L.P., as a Guarantor By: HHS Texas Management, Inc., its By: /s/ Xxxxxx X. Xxxxxx general partner Name: Xxxxxx X. Xxxxxx Title: Vice President By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Secretary
SIGNATURE PAGES FOLLOW. AGENCY President or Vice President Date Secretary or Treasurer Date Agency W-9 Federal Identification Number Agency’s Physical Street Address Agency’s Mailing Street Address Telephone: ( ) Fax: ( ) E-Mail: Note: As applicable, the: (1) President or Vice President of the Agency; and (2) the Secretary or treasurer of the Agency – must sign this Agreement. COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF AGRICULTURE Secretary of Agriculture Date APPROVED AS TO FORM AND LEGALITY: Chief Counsel, Department of Agriculture Office of General Counsel Office of Attorney General COMPTROLLER I hereby certify funds in the amount of $ are available under: # . FC#: . Comptroller Date Attachment “A” NONDISCRIMINATION/SEXUAL HARASSMENT CLAUSE [Grants] The Grantee agrees:
SIGNATURE PAGES FOLLOW. EXECUTED this 9th day of August, 2001. CCC GLOBALCOM CORPORATION, a Nevada corporation By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: President STATE OF TEXAS § § COUNTY OF XXXXXX § BEFORE ME, the undersigned authority, on this day personally appeared Xxxx Xxxxxx, President of CCC GlobalCom Corporation, known to me to be the person who name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same. Given under my hand and seal of office this the 9th day of August, 2001. /s/ Xxxxx Xxxxxx Notary Public My Commission Expires: 5/30/05 [SEAL] EXECUTED this 9th day of August, 2001. CCC GLOBAL COM CORP., a Texas corporation By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: President STATE OF TEXAS § § COUNTY OF XXXXXX § BEFORE ME, the undersigned authority, on this day personally appeared Xxxx Xxxxxx, President of CCC Global Com Corp., known to me to be the person who name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same. Given under my hand and seal of office this the 9th day of August, 2001. /s/ Xxxxx Xxxxxx Notary Public My Commission Expires: 5/30/05 [SEAL] EXECUTED this 9th day of August, 2001. /s/ Xxxxxx X. Xxxxxxxxxx Xxxxxx X. Xxxxxxxxxx STATE OF TEXAS § § COUNTY OF XXXXXX § BEFORE ME, the undersigned authority, on this day personally appeared Xxxxxx X. Xxxxxxxxxx, known to me to be the person who name is subscribed to the foregoing instrument and acknowledged to me that he executed the same. Given under my hand and seal of office this the 9th day of August, 2001. /s/ Xxxxx Xxxxxx Notary Public My Commission Expires: 5/30/05 [SEAL] EXECUTED this 9th day of August, 2001. /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx STATE OF TEXAS § § COUNTY OF VICTORIA § BEFORE ME, the undersigned authority, on this day personally appeared Xxxxx X. Xxxxxxx, known to me to be the person who name is subscribed to the foregoing instrument and acknowledged to me that he executed the same. Given under my hand and seal of office this the 9th day of August, 2001. /s/ Xxxxx Xxxxxx Notary Public My Commission Expires: 5/30/05 [SEAL] QuickLinks
SIGNATURE PAGES FOLLOW. Second Amendment to FMC Technologies B.V. Five-Year Credit Agreement EXECUTED as of the date first stated above. FMC TECHNOLOGIES B.V. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Attorney Signature Page Second Amendment to FMC Technologies B.V. Five-Year Credit Agreement EXECUTED as of the date first stated above. FMC TECHNOLOGIES, INC. By: /s/ Xxxxxx X. Xxxxx Xxxxxx X. Xxxxx Director, Treasury Operations Signature Page Second Amendment to FMC Technologies B.V. Five-Year Credit Agreement EXECUTED as of the date first stated above. DnB NOR BANK ASA, as Administrative Agent By: /s/ Xxxxx X’Xxxx Name: Xxxxx X’Xxxx Title: Vice President By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: First Vice President Signature Page Second Amendment to FMC Technologies B.V. Five-Year Credit Agreement EXECUTED as of the date first stated above. DnB NOR BANK ASA, as a Lender By: /s/ Xxxxx X’Xxxx Name: Xxxxx X’Xxxx Title: Vice President By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: First Vice President Signature Page Second Amendment to FMC Technologies B.V. Five-Year Credit Agreement EXECUTED as of the date first stated above. BANK OF AMERICA, N.A., as a Lender By: /s/ Xxxxxx X. XxXxxx Name: Xxxxxx X. XxXxxx Title: Senior Vice President Signature Page Second Amendment to FMC Technologies B.V. Five-Year Credit Agreement EXECUTED as of the date first stated above. COÖPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH, as a Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Vice President By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Executive Director Signature Page Second Amendment to FMC Technologies B.V. Five-Year Credit Agreement EXECUTED as of the date first stated above. THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., HOUSTON AGENCY, as a Lender By: /s/ Xxxx XxXxxx Name: Xxxx XxXxxx Title: Vice President & Manager Signature Page Second Amendment to FMC Technologies B.V. Five-Year Credit Agreement EXECUTED as of the date first stated above. XXXXX FARGO BANK, N.A., as a Lender By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Bank Officer Signature Page Second Amendment to FMC Technologies B.V. Five-Year Credit Agreement EXECUTED as of the date first stated above. FOKUS BANK ASA, as a Lender By: Name: Title: Signature Page Second Amendment to FMC Technologies B.V. Five-Year Credit Agreement EXECUTED as of the date first stated above. JPMORGAN CHASE BANK, NA, as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: V...
SIGNATURE PAGES FOLLOW. If the foregoing is agreeable to you, please signify your acceptance of the terms and conditions set forth herein by placing your signature in the space provided below. Very truly yours, HEALTHTRONICS, INC., successor in interest by merger to Prime Medical Services, Inc. as Company By: Name: Title: Signature Page to Waiver Letter GUARANTORS: LITHOTRIPTORS, INC. PRIME MEDICAL OPERATING, INC. PRIME MANAGEMENT, INC. PRIME LITHOTRIPTER OPERATIONS, INC. PRIME LITHOTRIPSY SERVICES, INC. SUN MEDICAL TECHNOLOGIES, INC. PRIME SERVICE CENTER, INC. formerly known as Prime Cardiac Rehabilitation Services, Inc. ALABAMA RENAL STONE INSTITUTE, INC. PRIME KIDNEY STONE TREATMENT, INC. PRIME RVC, INC. AK ASSOCIATES, L.L.C. PRIME MEDICAL MANUFACTURING, LLC PRIME REFRACTIVE MANAGEMENT, L.L.C. XXXXXXXXXX COMMUNICATIONS, INC. ALUMINUM BODY CORPORATION MEDSTONE INTERNATIONAL, INC. each as a Guarantor By: Name: Title: PRIME MEDICAL MANAGEMENT, L.P. as a Guarantor By: PRIME MEDICAL OPERATING, INC., its General Partner By: Name: Title: Effective as of December 31, 2004 Page 6 XXXXXX XXXXX GROUP THREE as a Guarantor By: HT LITHOTRIPSY MANAGEMENT COMPANY, L.L.C., its Managing General Partner By: Name: Title: ORTHOTRIPSY SERVICES OF BAKERSFIELD, L.P. ORTHOTRIPSY SERVICES OF ROCHESTER, L.P. ORTHOTRIPSY SERVICES OF SOUTHERN IDAHO, L.P. OSSATRON SERVICES OF ALABAMA, L.P. OSSATRON SERVICES OF ARIZONA, L.P. OSSATRON SERVICES OF CHESAPEAKE BAY, L.P. OSSATRON SERVICES OF CINCINNATI, L.P. OSSATRON SERVICES OF LAS VEGAS, L.P. OSSATRON SERVICES OF MANHATTAN, L.P. OSSATRON SERVICES OF MILWAUKEE, L.P. OSSATRON SERVICES OF THE TRI-STATES I, L.P. OSSATRON SERVICES OF UTAH, L.P. OSSATRON SERVICES OF NEW ENGLAND, L.P. OSSATRON SERVICES OF INDIANAPOLIS, L.P. OSSATRON SERVICES OF SOUTHEAST MICHIGAN, L.P. OSSATRON SERVICES OF THE TWIN CITIES, L.L.L.P. OSSATRON SERVICES OF WESTERN MICHIGAN, L.P. each as a Guarantor By: HT ORTHOTRIPSY MANAGEMENT COMPANY, LLC, its Managing General Partner By: Name: Title: Effective as of December 31, 2004 Page 7 LITHO MANAGEMENT, INC. HLE CORP. CAMBRIDGE HEALTH SERVICES OF TEXAS, INC. HERITAGE MEDICAL SERVICES OF GEORGIA, INC. INTEGRATED LITHOTRIPSY OF GEORGIA, INC. INTEGRATED HEALTH CARE MANAGEMENT CORP. T2 LITHOTRIPTER INVESTMENT OF INDIANA, INC. LITHO GROUP, INC. T2 LITHOTRIPTER INVESTMENT, INC. SERVICETRENDS, INC. N.Y.L.S.A. #4 INC. INTEGRATED HEARING SERVICES, INC. WEST COAST CAMBRIDGE, INC. AMCARE, INC. MIDWEST CAMBRIDGE, INC. AMCARE HEALTH SERVICES, INC. HT LITHOTRI...
