AGENT AND LENDERS. XXXXX FARGO FOOTHILL, INC., a California corporation, as Agent and as a Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President FLEET CAPITAL CORPORATION, as a Lender By: /s/ H. Xxxxxxx Xxxxx Name: H. Xxxxxxx Xxxxx Title: Senior Vice President TEXTRON FINANCIAL CORPORATION, as a Lender By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Account Executive PNC BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Vice President Acknowledged and agreed to as of the date first written above: BORROWERS: CELLSTAR CORPORATION, a Delaware corporation By: /s/ Xxxxxx Xxxx Xxxxxxxxx Name: Xxxxxx Xxxx Xxxxxxxxx Title: Sr. VP and General Counsel CELLSTAR, LTD., a Texas limited partnership By: National Auto Center, Inc., its General Partner By: /s/ Xxxxxx Xxxx Xxxxxxxxx Name: Xxxxxx Xxxx Xxxxxxxxx Title: Sr. VP and General Counsel NATIONAL AUTO CENTER, INC., a Delaware corporation By: /s/ Xxxxxx Xxxx Xxxxxxxxx Name: Xxxxxx Xxxx Xxxxxxxxx Title: Sr. VP and General Counsel CELLSTAR FINANCO, INC., a Delaware corporation By: /s/ Xxxxxx Xxxx Xxxxxxxxx Name: Xxxxxx Xxxx Xxxxxxxxx Title: Sr. VP and General Counsel [SIGNATURE PAGE TO WAIVER LETTER] CELLSTAR INTERNATIONAL CORPORATION/SA, a Delaware corporation By: /s/ Xxxxxx Xxxx Xxxxxxxxx Name: Xxxxxx Xxxx Xxxxxxxxx Title: Sr. VP and General Counsel CELLSTAR FULFILLMENT, INC., a Delaware corporation By: /s/ Xxxxxx Xxxx Xxxxxxxxx Name: Xxxxxx Xxxx Xxxxxxxxx Title: Sr. VP and General Counsel CELLSTAR INTERNATIONAL CORPORATION/ASIA, a Delaware corporation By: /s/ Xxxxxx Xxxx Xxxxxxxxx Name: Xxxxxx Xxxx Xxxxxxxxx Title: Sr. VP and General Counsel AUDIOMEX EXPORT CORP., a Texas corporation By: /s/ Xxxxxx Xxxx Xxxxxxxxx Name: Xxxxxx Xxxx Xxxxxxxxx Title: Sr. VP and General Counsel NAC HOLDINGS, INC., a Nevada corporation By: /s/ Xxxxxx Xxxx Xxxxxxxxx Name: Xxxxxx Xxxx Xxxxxxxxx Title: President CELLSTAR GLOBAL SATELLITE SERVICES, LTD., a Texas limited partnership By: National Auto Center, Inc., its General Partner By: /s/ Xxxxxx Xxxx Xxxxxxxxx Name: Xxxxxx Xxxx Xxxxxxxxx Title: Sr. VP and General Counsel CELLSTAR FULFILLMENT LTD., a Texas limited partnership By: CellStar Fulfillment, Inc., its General Partner By: /s/ Xxxxxx Xxxx Xxxxxxxxx Name: Xxxxxx Xxxx Xxxxxxxxx Title: Sr. VP and General Counsel
AGENT AND LENDERS. WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Administrative Agent and Collateral Agent By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Vice President [Core Scientific - Credit and Guaranty Agreement] [Lender signature pages on file with Administrative Agent] [Core Scientific - Credit and Guaranty Agreement] BORROWER: CORE SCIENTIFIC, INC., A DELAWARE CORPORATION By: /s/ Xxxx XxXxxxx Name: Xxxx XxXxxxx Title: Chief Legal Officer, Chief Administrative Officer and Secretary 000 Xxxxxx Xxxx, Suite 21-2 Dover, DE 19904 Attn: Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxx and Xxxx XxXxxxx Email: xxxxx@xxxxxxxxxxxxxx.xxx [Core Scientific - Credit and Guaranty Agreement] GUARANTOR: AMERICAN PROPERTY ACQUISITOIN, LLC, A DELAWARE LIMITED LIABILITY COMPANY By its sole member, Core Scientific, Inc. By: /s/ Xxxx XxXxxxx Name: Xxxx XxXxxxx Title: Chief Legal Officer, Chief Administrative Officer and Secretary 000 Xxxxxx Xxxx, Suite 21-2 Dover, DE 19904 Attn: Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxx and Xxxx XxXxxxx Email: xxxxx@xxxxxxxxxxxxxx.xxx [Core Scientific - Credit and Guaranty Agreement] GUARANTOR: AMERICAN PROPERTY ACQUISITOINS I, LLC, A NORTH CAROLINA LIMITED LIABILITY COMPANY AMERICAN PROPERTY ACQUISITIONS VII, LLC, A GEORGIA LIMITED LIABILITY COMPANY By their sole member, American Property Acquisition, LLC By its sole member, Core Scientific, Inc. By: /s/ Xxxx XxXxxxx Name: Xxxx XxXxxxx Title: Chief Legal Officer, Chief Administrative Officer and Secretary 000 Xxxxxx Xxxx, Suite 21-2 Dover, DE 19904 Attn: Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxx and Xxxx XxXxxxx Email: xxxxx@xxxxxxxxxxxxxx.xxx GUARANTOR: CORE SCIENTIFIC SPECIALTY MINING (OKLAHOMA) LLC, A DELAWARE LIMITED LIABILITY COMPANY By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Chief Executive Officer 000 Xxxxxx Xxxx, Suite 21-2 Dover, DE 19904 Attn: Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxx and Xxxx XxXxxxx Email: xxxxx@xxxxxxxxxxxxxx.xxx [Core Scientific - Credit and Guaranty Agreement]
AGENT AND LENDERS. BANK OF AMERICA, N.A., as Administrative Agent, ABL Collateral Agent, Swing Line Lender, Issuing Lender and a Lender By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President AmericasActive:18080118.5 BANK OF AMERICA, N.A. (acting through its Canada branch), as a Swing Line Lender and as a Lender By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Vice President AmericasActive:18080118.5 XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: Authorized Signatory AmericasActive:18080118.5 TRUIST BANK, as a Lender By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President AmericasActive:18080118.5 REGIONS BANK, as a Lender By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Senior Vice President AmericasActive:18080118.5 U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Senior Vice President AmericasActive:18080118.5 TD BANK, N.A., as a Lender By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Vice President AmericasActive:18080118.5 THE HUNTINGTON NATIONAL BANK, as a Lender By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Vice President AmericasActive:18080118.5 SYNOVUS BANK, as a Lender By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Authorized Signatory AmericasActive:18080118.5 Exhibit I Credit Agreement [see attached] AmericasActive:18080118.5 EXECUTION VERSION Exhibit I to SecondThird Amendment $1,100,000,000 ABL CREDIT AGREEMENT among VERITIV CORPORATION, as Holding, VERITIV OPERATING COMPANY, (formerly known as Unisource Worldwide, Inc.), as the Parent Borrower, THE OTHER BORROWERS FROM TIME TO TIME PARTY HERETO, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent and ABL Collateral Agent, - - - - -- - - -- - - -- - - -- - - -- - - -- - - -- - - -- - - -- - - -- - - -- - - -- - - -- - - -- - - -- XXXXX FARGO BANK, NATIONAL ASSOCIATION and TRUIST BANK, as Co-Syndication Agents, REGIONS BANK, U.S. BANK NATIONAL ASSOCIATION, and BANK OF MONTREAL as Co-Documentation Agents, BANK OF AMERICA, N.A., as Xxxxxxx Xxxxxx, BofA SECURITIES, INC., XXXXX FARGO BANK, NATIONAL ASSOCIATION and SUNTRUST XXXXXXXX XXXXXXXX, INC., as Joint Lead Arrangers and Joint Bookrunners and REGIONS CAPITAL MARKETS, A DIVISION OF REGIONS BANK, as a Joint Bookrunner - - - - -- - - -- - - -- - - -- - - -- - - -- - - -- - - -- - - -- - - -- - - -- - - -- - - -- - - -- - - -- Dated as of July 1, 2014 as amended as of August 11, 2016...
AGENT AND LENDERS. KEYBANK NATIONAL ASSOCIATION, individually as a Lender and as Agent By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Vice President BBVA USA, an Alabama banking corporation f/k/a Compass Bank, individually as a Lender and as a Co-Syndication Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President CAPITAL ONE, NATIONAL ASSOCIATION, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxxx XxXxxxxx Name: Xxxxx XxXxxxxx Title: Duly Authorized Signatory SUNTRUST BANK, individually as a Lender and as a Co-Syndication Agent By:/s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Director BMO XXXXXX BANK, N.A. By:/s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director FIFTH THIRD BANK, an Ohio Banking Corporation, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director II [Signatures Continued On Next Page] XXXXXXX XXXXXXX BANK, individually as a Lender and as a Co-Documentation Agent By:/s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President Signature Page to Fourth Amended and Restated Credit Agreement SYNOVUS BANK By:/s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director CADENCE BANK, N.A. By:/s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President TEXAS CAPITAL BANK, N.A. By:/s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. SILICON VALLEY BRANCH By:/s/ Szu Xxx Xxxxx Name: Szu Xxx Xxxxx Title: VP & General Manager VALLEY NATIONAL BANK, a national banking association By:/s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: VP [Signatures Continued On Next Page] WOODFOREST NATIONAL BANK, a national banking association By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Vice President - Corporate Banking Signature Page to Fourth Amended and Restated Credit Agreement FIRST TENNESSEE BANK NATIONAL ASSOCIATION By:/s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President EASTERN BANK By:/s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Senior Vice President RENASANT BANK By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Executive Vice President PROVIDENCE BANK, dba PREMIER BANK TEXAS By:/s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: EVP UNITED COMMUNITY BANK By:/s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President AMERICAN MOMENTUM BANK By:/s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Sr. Vice President EXHIBIT A FORM OF AMENDED AND RESTATED REVOLVING CREDIT NOTE $______________ _________...
AGENT AND LENDERS. BANK OF AMERICA, N.A., as Agent and a Lender By: /s/ Sxxxxx X. Xxxxx Name: Sxxxxx X. Xxxxx Title: Vice President Amendment Number Two to Loan and Security Agreement WXXXX FARGO CAPITAL FINANCE, LLC, as a Lender By: /s/ Kxxxxx Xxxx Name: Kxxxxx Xxxx Title: Vice President Amendment Number Two to Loan and Security Agreement ACKNOWLEDGMENT AND REAFFIRMATION OF GUARANTY Each of the undersigned parties (each, a “Guarantor”), (i) consents to and approves the execution and delivery of this Amendment by the parties hereto, (ii) agrees that this Amendment does not and shall not limit or diminish in any manner the obligations of such Guarantor pursuant to the guaranty agreement delivered in connection with the Agreement (the “Guaranty”) by the undersigned and that such obligations would not be limited or diminished in any manner even if such Guarantor had not reaffirmed this Amendment, (iii) agrees that this Amendment shall not be construed as requiring the consent of such Guarantor in any other circumstance, (iv) reaffirms each of its obligations under the Guaranty, and (v) agrees that the Guaranty remains in full force and effect and is hereby ratified and confirmed. Acknowledgment and Reaffirmation of Guaranty “GUARANTORS” SPANSION INTERNATIONAL, INC., a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer and Treasurer Acknowledgment and Reaffirmation of Guaranty SPANSION INC., a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty CERIUM LABORATORIES, LLC, a Delaware limited liability company By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer Acknowledgment and Reaffirmation of Guaranty SPANSION TECHNOLOGY LLC, a Delaware corporation By: /s/ Rxxxx X. Xxxx Name: Rxxxx X. Xxxx Title: Chief Financial Officer
AGENT AND LENDERS. BANK OF THE WEST, as Agent and Lender By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Managing Director/Syndications BANK OF THE WEST, as Lender By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Sr. CBG Relationship Manager BANK OF THE WEST, as Lender By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Sr. CBG Relationship Manager CITY NATIONAL BANK, N.A., as Lender By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President COMERICA BANK, as Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President AGCOUNTRY FARM CREDIT SERVICES, PCA, as Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President GREENSTONE FARM CREDIT SERVICES, ACA, as Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director GREENSTONE FARM CREDIT SERVICES, FLCA, as Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director COMPEER FINANCIAL PCA as Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Director, Capital Markets RABO AGRIFINANCE LLC, as Lender By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President
AGENT AND LENDERS. JPMORGAN CHASE BANK, N.A., as the Administrative Agent and as a Lender By: /s/ Xxxxxxxx Xxxxxx Title: Executive Director Name: Xxxxxxxx Xxxxxx DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender By: /s/ Xxxxx Xxxxxxxx Title: Xxxxx Xxxxxxxx Name: Managing Director By: /s/ Alexander B.V. Xxxxxxx Title: Alexander B.V. Xxxxxxx Name: Managing Director XXXXXXX SACHS LENDING PARTNERS LLC, as a Lender By: /s/ Xxxxxxxx Xxxxxxx Title: Authorized Signatory Name: Xxxxxxxx Xxxxxxx CITIBANK, N.A., as a Lender By: /s/ Xxxx X. Xxxxxxx Title: Vice President Name: Xxxx X. Xxxxxxx BANK OF AMERICA, N.A., as a Syndication Agent and as a Lender By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President Xxxxxx Xxxxxxx Bank, N.A., as a Lender By: /s/ Xxxx Xxxxxxx Title: Authorized Signatory Name: Xxxx Xxxxxxx BARCLAYS BANK PLC, as a Lender By: /s/ Xxxx Xxxxxx Title: Vice President Name: Xxxx Xxxxxx MIHI LLC, as a Lender By: /s/ Xxxxxxx Xxxxx Title: Xxxxxxx Xxxxx Name: Authorized Signatory By: /s/ Xxxxx X. Xxxxx Title: Xxxxx X. Xxxxx Name: Authorized Signatory EXHIBIT A EXECUTION VERSION $250,000,000 CREDIT AGREEMENT among ESH HOSPITALITY, INC., as Borrower, The Several Lenders from Time to Time Party Hereto, DEUTSCHE BANK SECURITIES INC., XXXXXXX XXXXX LENDING PARTNERS LLC, CITIBANK, N.A., BANK OF AMERICA, N.A., BARCLAYS BANK PLC, XXXXXX XXXXXXX SENIOR FUNDING, INC. AND MACQUARIE CAPITAL (USA) INC. as Syndication Agents, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of November 18, 2013 X.X. XXXXXX SECURITIES LLC, DEUTSCHE BANK SECURITIES, INC. AND XXXXXXX SACHS LENDING PARTNERS LLC, as Joint Lead Arrangers and Joint Bookrunners TABLE OF CONTENTS Page
AGENT AND LENDERS. ANTARES CAPITAL CORPORATION, a Delaware corporation, as a Lender and as Agent By: /s/ Brain X. Xxxxxxxxxx Name: Brain X. Xxxxxxxxxx Title: Duly Authorized Signatory Fifth Amendment LASALLE BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Assistant Vice President Fifth Amendment ANTARES FUNDING, L.P., as a Lender By: The Bank of New York Trust Company., as Trustee of the Antares Funding Trust created under the Trust Agreement dated as of November 30, 1999, as a Lender By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Relationship Manager Fifth Amendment NAVIGATOR CDO 2003, LTD, as a Lender By: Antares Asset Management Inc., as Collateral Manager By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory NAVIGATOR CDO 2005, LTD, as a Lender By: Antares Asset Management Inc., as Collateral Manager By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory NAVIGATOR CDO 2006, LTD, as a Lender By: GE Asset Management Inc., as Collateral Manager By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Authorized Signatory Fifth Amendment OFSI FUND II, LLC, as a Lender By: Orchard First Source Asset Management, LLC, its attorney in fact By: Orchard First Source Capital, Inc., its attorney in fact By: /s/ Xxxxxxxx X. XxXxxxx Xx. Name: Xxxxxxxx X. XxXxxxx Xx. Title: Director OFSI FUND III, LTD, as a Lender By: Orchard First Source Capital, Inc., its attorney in fact By: /s/ Xxxxxxxx X. XxXxxxx Xx. Name: Xxxxxxxx X. XxXxxxx Xx. Title: Director
AGENT AND LENDERS. GENERAL ELECTRIC CAPITAL CORPORATION, as Agent and as a Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Duly Authorized Signatory
AGENT AND LENDERS. XXXXX FARGO FOOTHILL, INC., as Agent and as a Lender By: /S/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President TEXTRON FINANCIAL CORPORATION, as a Lender By: /S/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Senior Account Executive
