Certifications From Banks and Participants; US PATRIOT Act. Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. [SIGNATURE PAGES TO FOLLOW] Each of the parties has signed this Agreement as of the day and year first above written. ATTEST: HXXXXX TECHNOLOGIES COMPANY /s/ Sxxxxxx X. Xxxxxxxxxxx By: /s/ Bxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxxxxxx Name: Bxxxx X. Xxxxxxx Title: Secretary Title: President PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Ixxx Xxxxxxxxx Name: Ixxx Xxxxxxxxx Title: Vice President 300 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Commitment Percentage: 100% Exhibit 1.2 Form of Borrowing Base Certificate Hxxxxx Technologies Sources & Uses Sources: Prefunds 06/19/12 UW 2/19/12 Survey 2/29/12 Uses: Prefund 06/19/12 UW 2/29/12 Survey 2/29/12 AR Availability Existing Revolver (06/20/12) Inventory Availability Existing Term Loan (05/31/12) Line Limit Reserve Letter of Credit Total Revolver Avail ($20MM cap) AP > 60 Days Past due (06/19/12) Expenses PNC Term Loan BB Reserve for Term Loan Cash (06/20/12) BB Reserve for Joint Venture Excess Availability* Total Total *Minimum excess availability of $5,000M will be required at Closing. The undersigned hereby certifies that the above representations are true and correct and subject to all conditions of the Loan and Security Agreement. We also represent that to the best of our knowledge, there does not exist a condition which may precipitate a default under the terms of the Loan and Security Agreement or any amendment thereto. Signature of Preparer Authorized Signature, Title Date Name of Preparer Name of Authorized Signer PNC Business Credit Revolving Credit, Term Loan and Security Agreement Borrowing Base Certificate Hxxxxx Technologies, Inc. Certificate # Period Ended To induce PNC Bank, National Association (“Agent”) to make a loan advance pursuant to the Revolving Credit, Term Loan and Security Agreement dated as of ___________ as well as amendments between the undersigned and Lender, we hereby certify as of the above date, the following:
Appears in 1 contract
Certifications From Banks and Participants; US PATRIOT Act. Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. [SIGNATURE PAGES TO FOLLOW] Each of the parties has signed this Agreement as of the day and year first above written. ATTESTBORROWERS: HXXXXX TECHNOLOGIES COMPANY /s/ Sxxxxxx X. Xxxxxxxxxxx MERISEL, INC. By: /s/ Bxxxx Xxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxxxxxx Name: Bxxxx Xxxxxx X. Xxxxxxx Title: Secretary Chief Financial Officer MERISEL AMERICAS, INC. By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: President Chief Financial Officer COLOR EDGE LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Manager COLOR EDGE VISUAL LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Manager COMP 24 LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Manager CRUSH CREATIVE LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Manager Signature Page to Revolving Credit Agreement XXXXXX XXXXXX STUDIOS, LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Manager MADP, LLC By: MERISEL AMERICAS, INC., as Sole Member By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer ADVERTISING PROPS, INC. By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer FUEL DIGITAL, LLC By: MERISEL AMERICAS, INC., as Sole Member By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer AGENT: PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Ixxx Xxxxx Xxxxxxxxx Name: Ixxx Xxxx Xxxxxxxxx Title: Vice President 300 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Commitment Percentage: 100% Exhibit 1.2 Form of Borrowing Base Certificate Hxxxxx Technologies Sources & Uses Sources: Prefunds 06/19/12 UW 2/19/12 Survey 2/29/12 Uses: Prefund 06/19/12 UW 2/29/12 Survey 2/29/12 AR Availability Existing Revolver (06/20/12) Inventory Availability Existing Term Loan (05/31/12) Line Limit Reserve Letter of Credit Total Revolver Avail ($20MM cap) AP > 60 Days Past due (06/19/12) Expenses PNC Term Loan BB Reserve for Term Loan Cash (06/20/12) BB Reserve for Joint Venture Excess Availability* Total Total *Minimum excess availability of $5,000M will be required at Closing. The undersigned hereby certifies that the above representations are true and correct and subject to all conditions of the Loan and Security Agreement. We also represent that to the best of our knowledge, there does not exist a condition which may precipitate a default under the terms of the Loan and Security Agreement or any amendment thereto. Signature of Preparer Authorized Signature, Title Date Name of Preparer Name of Authorized Signer PNC Business Credit Revolving Credit, Term Loan and Security Agreement Borrowing Base Certificate Hxxxxx Technologies, Inc. Certificate # Period Ended To induce PNC Bank, National Association (“Agent”) to make a loan advance pursuant to the Revolving CreditPNC Business Credit 000 Xxxxxxx Xxxxxx, Term Loan and Security Agreement dated as of ___________ as well as amendments between the undersigned and Lender00xx Xxxxx Xxx Xxxx, we hereby certify as of the above date, the following:XX 00000
Appears in 1 contract
Certifications From Banks and Participants; US PATRIOT Act. Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. [SIGNATURE PAGES TO FOLLOW] Revolving Credit and Security Agreement Each of the parties has signed this Agreement as of the day and year first above written. ATTEST: HXXXXX TECHNOLOGIES COMPANY /s/ Sxxxxxx X. Xxxxxxxxxxx HORIZON OFFSHORE, INC. By: /s/ Bxxxx RXXXXX X. Xxxxxxx XXXXX Name: Sxxxxxx RXXXXX X. Xxxxxxxxxxx XXXXX Title: VICE PRESIDENT, TREASURER AND CFO HORIZON OFFSHORE CONTRACTORS, INC. By: /s/ RXXXXX X. XXXXX Name: Bxxxx RXXXXX X. Xxxxxxx XXXXX Title: Secretary VICE PRESIDENT, TREASURER AND CFO HOC OFFSHORE, S. DE R.X. DE C.V. By: /s/ RXXXXX X. XXXXX Name: RXXXXX X. XXXXX Title: President TREASURER HORIZON MARINE CONSTRUCTION LTD. By: /s/ RXXXXX X. XXXXX Name: RXXXXX X. XXXXX Title: VICE PRESIDENT AND TREASURER HORIZON MARINE CONTRACTORS (MALAYSIA) SDN BHD By: /s/ RXXXXX X. XXXXX Name: RXXXXX X. XXXXX Title: DIRECTOR Revolving Credit and Security Agreement PT HORIZON OFFSHORE INDONESIA By: /s/ RXXXXX X. XXXXX Name: RXXXXX X. XXXXX Title: COMMISSIONER HORIZON MARINE CONSTRUCTION (MAURITIUS) LTD. By: /s/ RXXXXX X. XXXXX Name: RXXXXX X. XXXXX Title: DIRECTOR Revolving Credit and Security Agreement PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Ixxx Xxxxxxxxx RXX XXXXXX Name: Ixxx Xxxxxxxxx RXX XXXXXX Title: Vice President 300 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 VICE PRESIDENT Commitment Percentage: 100% Exhibit 1.2 Form STATE OF ) ) ss. COUNTY OF ) On this ___day of Borrowing Base Certificate Hxxxxx Technologies Sources & Uses Sources: Prefunds 06/19/12 UW 2/19/12 Survey 2/29/12 Uses: Prefund 06/19/12 UW 2/29/12 Survey 2/29/12 AR Availability Existing Revolver (06/20/12_, 2006, before me personally came , to me known, who, being by me duly sworn, did depose and say that s/he is the of PNC BANK, NATIONAL ASSOCIATION, and that s/he was authorized to sign her/his name thereto. Notary Public Revolving Credit and Security Agreement STATE OF TEXAS ) Inventory Availability Existing Term Loan (05/31/12) Line Limit Reserve Letter ss. COUNTY OF DALLAS ) On this 28th day of Credit Total Revolver Avail ($20MM cap) AP > 60 Days Past due (06/19/12) Expenses PNC Term Loan BB Reserve for Term Loan Cash (06/20/12) BB Reserve for Joint Venture Excess Availability* Total Total *Minimum excess availability April, 2006, before me personally came Rxxxxx X. Xxxxx, to me known, who, being by me duly sworn, did depose and say that he is the of $5,000M will be required at Closing. The undersigned hereby certifies HORIZON OFFSHORE, INC., a Delaware corporation, described in and which executed the foregoing instrument; and that the above representations are true and correct and subject to all conditions s/he signed her/his name thereto by order of the Loan board of directors of said corporation. Notary Public STATE OF TEXAS ) ) ss. COUNTY OF DALLAS ) On this 28th day of April, 2006, before me personally came Rxxxxx X. Xxxxx, to me known, who, being by me duly sworn, did depose and say that he is the of HORIZON OFFSHORE CONTRACTORS, INC., a Delaware corporation, described in and which executed the foregoing instrument and that s/he signed her/his name thereto by order of the board of directors of said corporation. Notary Public STATE OF TEXAS ) ) ss. COUNTY OF DALLAS ) On this 28th day of April, 2006, before me personally came Rxxxxx X. Xxxxx, to me known, who, being by me duly sworn, did depose and say that he is the ___of HOC OFFSHORE, S. DE R.X. DE C.V., a Mexican limited liability company, described in and which executed the foregoing instrument and that s/he signed her/his name thereto by order of the management committee of said limited liability company. Notary Public Revolving Credit and Security Agreement STATE OF TEXAS ) ) ss. COUNTY OF DALLAS ) On this 28th day of April, 2006, before me personally came Rxxxxx X. Xxxxx, to me known, who, being by me duly sworn, did depose and say that he is the ___of HORIZON MARINE CONTRACTORS (MALAYSIA) SDN BHD, a Mexican limited liability company, described in and which executed the foregoing instrument and that s/he signed her/his name thereto by order of the by order of the management committee of said limited liability company. Notary Public STATE OF TEXAS ) ) ss. COUNTY OF DALLAS ) On this 28th day of April, 2006, before me personally came Rxxxxx X. Xxxxx, to me known, who, being by me duly sworn, did depose and say that he is the of PT HORIZON OFFSHORE INDONESIA, an Indonesia PMA, described in and which executed the foregoing instrument and that s/he signed her/his name thereto by order of the board of directors of said corporation. Notary Public STATE OF TEXAS ) ) ss. COUNTY OF DALLAS ) On this 28th day of April, 2006, before me personally came Rxxxxx X. Xxxxx, to me known, who, being by me duly sworn, did depose and say that he is the ___of HORIZON MARINE CONSTRUCTION (MAURITIUS) LTD., a Mauritius limited liability company, described in and which executed the foregoing instrument and that s/he signed her/his name thereto by order of the management committee of said limited liability company. Notary Public Revolving Credit and Security Agreement STATE OF TEXAS ) ) ss. COUNTY OF DALLAS ) On this 28th day of April, 2006, before me personally came Rxxxxx X. Xxxxx, to me known, who, being by me duly sworn, did depose and say that he is the ___of HORIZON MARINE CONSTRUCTION, LTD., a Cayman Islands limited liability company, described in and which executed the foregoing instrument and that s/he signed her/his name thereto by order of the management committee of said limited liability company. Notary Public Revolving Credit and Security Agreement. We also represent that to the best of our knowledge, there does not exist a condition which may precipitate a default under the terms of the Loan and Security Agreement or any amendment thereto. Signature of Preparer Authorized Signature, Title Date Name of Preparer Name of Authorized Signer PNC Business Credit Revolving Credit, Term Loan and Security Agreement Borrowing Base Certificate Hxxxxx Technologies, Inc. Certificate # Period Ended To induce PNC Bank, National Association (“Agent”) to make a loan advance pursuant to the Revolving Credit, Term Loan and Security Agreement dated as of ___________ as well as amendments between the undersigned and Lender, we hereby certify as of the above date, the following:
Appears in 1 contract
Samples: Credit and Security Agreement (Horizon Offshore Inc)
Certifications From Banks and Participants; US PATRIOT Act. Each ---------------------------------------------------------- Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “"shell” " and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. [SIGNATURE PAGES TO FOLLOW] Each of the parties has signed this Amended and Restated Revolving Credit, Term Loan and Security Agreement as of the day and year first above written. ATTEST: HXXXXX TECHNOLOGIES COMPANY /s/ Sxxxxxx X. Xxxxxxxxxxx AIR METHODS CORPORATION By: /s/ Bxxxx X. Xxxxxxx Xxxxx Xxxx ------------------ Name: Sxxxxxx X. Xxxxxxxxxxx Xxxxx Xxxx Title: Chief Executive Officer Address: 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxx 00000 ROCKY MOUNTAIN HOLDINGS L.L.C. By: Air Methods Corporation, its sole member By: /s/ Xxxxx Xxxx ----------------- Name: Bxxxx X. Xxxxxxx Xxxxx Xxxx Title: Secretary Chief Executive Officer Address: 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxx 00000 MERCY AIR SERVICE, INC. By: /s/ Xxxxx Xxxx ----------------- Name: Xxxxx Xxxx Title: President Chief Executive Officer Address: 0000 Xxxx Xxx Xxxxxx, Xxxxxxxxxx 00000 LIFENET, INC. By: /s/ Xxxxx Xxxx ----------------- Name: Xxxxx Xxxx Title: Chief Executive Officer Address: 0000 Xxxxx Xxxxxx St. Louis, Missouri 63103 PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Ixxx Xxxxxxxxx Xxxxxxx XxXxxxxxx ----------------------- Name: Ixxx Xxxxxxxxx Xxxxxxx XxXxxxxxx Title: Vice President 300 Xxxxxxx Address: 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Commitment Percentage: 10045.454545455% Exhibit 1.2 Form XXXXX FARGO BANK, N.A. By: /s/ Xxxxxx X. Xxxx -------------------- Name: Xxxxxx X. Xxxx Title: Vice President Address: 0000 Xxxxxxxx Xxxxxx, Xxxxxxxx 00000 Commitment Percentage: 31.818181818% KEYBANK, N.A. By: /s/ Xxxxxxxx Xxxxxxxx ------------------------- Name: Xxxxxxxx Xxxxxxxx Title: Senior Vice President Address: 0000 Xxxxxxxx, Xxxxx 000 Xxxxxx, Xxxxxxxx 00000 Commitment Percentage: 22.727272727% STATE OF COLORADO ) ) ss. COUNTY OF ARAPAHOE ) On this _____ day of Borrowing Base Certificate Hxxxxx Technologies Sources & Uses Sources: Prefunds 06/19/12 UW 2/19/12 Survey 2/29/12 Uses: Prefund 06/19/12 UW 2/29/12 Survey 2/29/12 AR Availability Existing Revolver (06/20/12) Inventory Availability Existing Term Loan (05/31/12) Line Limit Reserve Letter May, 2005, before me personally came Xxxxx Xxxx, to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of Credit Total Revolver Avail ($20MM cap) AP > 60 Days Past due (06/19/12) Expenses PNC Term Loan BB Reserve for Term Loan Cash (06/20/12) BB Reserve for Joint Venture Excess Availability* Total Total *Minimum excess availability of $5,000M will be required at Closing. The undersigned hereby certifies Air Methods Corporation, the corporation described in and which executed the foregoing instrument; and that the above representations are true and correct and subject to all conditions he signed his name thereto by order of the Loan and Security Agreementboard of directors of said corporation. We also represent that to the best of our knowledge, there does not exist a condition which may precipitate a default under the terms of the Loan and Security Agreement or any amendment thereto. Signature of Preparer Authorized Signature, Title Date Name of Preparer Name of Authorized Signer PNC Business Credit Revolving Credit, Term Loan and Security Agreement Borrowing Base Certificate Hxxxxx Technologies, Inc. Certificate # Period Ended To induce PNC Bank, National Association (“Agent”) to make a loan advance pursuant to the Revolving Credit, Term Loan and Security Agreement dated as of _________________________ as well as amendments between Notary Public STATE OF COLORADO ) ) ss. COUNTY OF ARAPAHOE ) On this _____ day of May, 2005, before me personally came Xxxxx Xxxx, to me known, who, being by me duly sworn, did depose and say that he is the undersigned Chief Executive Officer of Air Methods Corporation, the sole member of Rocky Mountain Holdings L.L.C., the limited liability company described in and Lender, we hereby certify as which executed the foregoing instrument; and that he signed his name thereto by order of the above datesole member of said limited liability company. _________________________ Notary Public STATE OF COLORADO ) ) ss. COUNTY OF ARAPAHOE ) On this _____ day of May, 2005, before me personally came Xxxxx Xxxx, to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of Mercy Air Service, Inc., the following:corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the board of directors of said corporation. _________________________ Notary Public STATE OF COLORADO ) ) ss. COUNTY OF ARAPAHOE ) On this _____ day of May, 2005, before me personally came Xxxxx Xxxx, to me known, who, being by me duly sworn, did depose and say that he is the Chief Executive Officer of LifeNet, Inc., the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the board of directors of said corporation. _________________________ Notary Public STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On this _____ day of May, 2005 before me personally came Xxxxxxx XxXxxxxxx, to me known, who, being by me duly sworn, did depose and say that he is the Vice President of PNC Bank, National Association, and that he was authorized to sign his name thereto. _________________________ Notary Public STATE OF COLORADO ) ) ss. COUNTY OF ARAPAHOE ) On this _____ day of May, 2005, before me personally came Xxxxxx X. Xxxx, to me known, who, being by me duly sworn, did depose and say that she is a Vice President of Xxxxx Fargo Bank, N.A., and that she was authorized to sign her name thereto. _________________________ Notary Public STATE OF COLORADO ) ) ss. COUNTY OF ARAPAHOE ) On this _____ day of May, 2005, before me personally came Xxxxxxxx Xxxxxxxx, to me known, who, being by me duly sworn, did depose and say that she is a Senior Vice President of Keybank, N.A., and that she was authorized to sign her name thereto. _________________________ Notary Public LIST OF EXHIBITS AND SCHEDULES Exhibits Exhibit A Borrowing Base Certificate Exhibit B Compliance Certificate Exhibit C Unencumbered Aircraft Exhibit D Aircraft Collateral Value Exhibit 2.1(a) Revolving Credit Note Exhibit 2.4(a) Term Note A Exhibit 2.4(b) Term Note B Exhibit 8.1(i) Financial Condition Certificate Exhibit 16.3 Commitment Transfer Supplement Schedules Schedule 1.2 Permitted Encumbrances Schedule 4.5 Equipment and Inventory Locations Schedule 4.15(c) Location of Executive Offices Schedule 4.15(h) Deposit and Investment Accounts Schedule 5.2(a) States of Qualification and Good Standing and Organizational ID Numbers Schedule 5.2(b) Subsidiaries Schedule 5.4 Federal Tax Identification Number Schedule 5.6 Prior Names Schedule 5.7 Environmental Schedule 5.8(b) Litigation Schedule 5.8(d) Plans Schedule 5.9 Intellectual Property, Source Code Escrow Agreements Schedule 5.10 Licenses and Permits Schedule 5.14 Labor Disputes Schedule 5.24 Real Property Schedule 7.3 Guarantees Schedule 7.4 Investments Schedule 7.5 Loans Schedule 7.8 Indebtedness Schedule 7.10 Affiliate Transactions Schedule 10.19 Business Interruption Insurance
Appears in 1 contract
Samples: Air Methods Corp
Certifications From Banks and Participants; US PATRIOT Act. Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “"shell” " and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. [SIGNATURE PAGES TO FOLLOW] Each of the parties has signed this Agreement as of the day and year first above written. ATTEST: HXXXXX TECHNOLOGIES COMPANY AIR INDUSTRIES MACHINING, CORP. /s/ Sxxxxxx X. Xxxxxxxxxxx Louis A. Giusto By: /s/ Bxxxx X. Xxxxxxx Michael A. Gales -------------------------- ---------------------------------- Name: Sxxxxxx X. Xxxxxxxxxxx LOUIS A. GIUSTO Name: Bxxxx X. Xxxxxxx MICHAEL A. GALES Title: Secretary Sexxxxxxx Title: President Prxxxxxxx PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Ixxx Xxxxxxxxx Jeffrey J. Bender ---------------------------------- Name: Ixxx Xxxxxxxxx JEFFREY J. BENDER Title: Vice President 300 Xxxxxxx Xxxxxx Xxx XxxxVxxx Xxxxxxxxx 70 East 55th Street New Yoxx, Xxx Xxxx 00000 Commitment PercentageXxxxxxxxxx Xxxxxxxxxx: 100000% Exhibit 1.2 Form List of Borrowing Base Certificate Hxxxxx Technologies Sources & Uses Sources: Prefunds 06/19/12 UW 2/19/12 Survey 2/29/12 Uses: Prefund 06/19/12 UW 2/29/12 Survey 2/29/12 AR Availability Existing Revolver (06/20/12) Inventory Availability Existing Term Loan (05/31/12) Line Limit Reserve Letter of Credit Total Revolver Avail ($20MM cap) AP > 60 Days Past due (06/19/12) Expenses PNC Term Loan BB Reserve for Term Loan Cash (06/20/12) BB Reserve for Joint Venture Excess Availability* Total Total *Minimum excess availability of $5,000M will be required at Closing. The undersigned hereby certifies that the above representations are true Exhibits and correct and subject to all conditions of the Loan and Security Agreement. We also represent that to the best of our knowledge, there does not exist a condition which may precipitate a default under the terms of the Loan and Security Agreement or any amendment thereto. Signature of Preparer Authorized Signature, Title Date Name of Preparer Name of Authorized Signer PNC Business Credit Revolving Credit, Term Loan and Security Agreement Borrowing Base Certificate Hxxxxx Technologies, Inc. Certificate # Period Ended To induce PNC Bank, National Association (“Agent”) to make a loan advance pursuant to the Revolving Credit, Term Loan and Security Agreement dated as of ___________ as well as amendments between the undersigned and Lender, we hereby certify as of the above date, the following:Schedules Exhibits
Appears in 1 contract
Certifications From Banks and Participants; US PATRIOT Act. Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. [SIGNATURE PAGES TO FOLLOW] 100 Each of the parties has signed this Agreement as of the day and year first above written. ATTEST: HXXXXX TECHNOLOGIES COMPANY GEOKINETICS INC., as Borrowing Agent and as a Borrower /s/ Sxxxxxx Xxxxxxx X. Xxxxxxxxxxx Xxxxxx By: /s/ Bxxxx Xxxxxx X. Xxxxxxx Xxxxxxxxx Name: Sxxxxxx Xxxxxx X. Xxxxxxxxxxx Xxxxxxxxx Title: Vice President ATTEST: GEOPHYSICAL DEVELOPMENT CORPORATION, as a Borrower /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx Name: Bxxxx Xxxxxx X. Xxxxxxx Xxxxxxxxx Title: Secretary Vice President ATTEST: QUANTUM GEOPHYSICAL, INC., as a Borrower /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President ATTEST: TRACE ENERGY SERVICES LTD., as a Borrower /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President ATTEST: TRACE ENERGY SERVICES, INC., as a Borrower /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Ixxx Xxxxxxxxx Name: Ixxx Xxxxxxxxx Title: Xxxxxxxx X. XxXxxxxx Xxxxxxxx X. XxXxxxxx Vice President 300 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Commitment Percentage: 100% Exhibit 1.2 Form STATE OF ) ) ss. COUNTY OF ) On this day of Borrowing Base Certificate Hxxxxx Technologies Sources & Uses Sources: Prefunds 06/19/12 UW 2/19/12 Survey 2/29/12 Uses: Prefund 06/19/12 UW 2/29/12 Survey 2/29/12 AR Availability Existing Revolver (06/20/12) Inventory Availability Existing Term Loan (05/31/12) Line Limit Reserve Letter , 2006, before me personally came , to me known, who, being by me duly sworn, did depose and say that s/he is the of Credit Total Revolver Avail ($20MM cap) AP > 60 Days Past due (06/19/12) Expenses PNC Term Loan BB Reserve for Term Loan Cash (06/20/12) BB Reserve for Joint Venture Excess Availability* Total Total *Minimum excess availability of $5,000M will be required at Closing. The undersigned hereby certifies , the corporation described in and which executed the foregoing instrument; and that the above representations are true and correct and subject to all conditions s/he signed her/his name thereto by order of the Loan board of directors of said corporation. Notary Public STATE OF ) ) ss. COUNTY OF ) On this day of , 2006, before me personally came , to me known, who, being by me duly sworn, did depose and Security Agreement. We also represent say that to s/he is the best of our knowledge, there does not exist a condition the corporation described in and which may precipitate a default under executed the terms foregoing instrument; and that s/he signed her/his name thereto by order of the Loan board of directors of said corporation. Notary Public STATE OF ) ) ss. COUNTY OF ) On this day of , 2006, before me personally came , to me known, who, being by me duly sworn, did depose and Security Agreement or any amendment say that s/he is the of , the corporation described in and which executed the foregoing instrument; and that s/he signed her/his name thereto by order of the board of directors of said corporation. Notary Public STATE OF ) ) ss. COUNTY OF ) On this day of , 2006, before me personally came , to me known, who, being by me duly sworn, did depose and say that s/he is the of , the corporation described in and which executed the foregoing instrument; and that s/he signed her/his name thereto by order of the board of directors of said corporation. Notary Public STATE OF ) ) ss. COUNTY OF ) On this day of , 2006, before me personally came , to me known, who, being by me duly sworn, did depose and say that s/he is the of , the corporation described in and which executed the foregoing instrument; and that s/he signed her/his name thereto by order of the board of directors of said corporation. Notary Public STATE OF ) ) ss. COUNTY OF ) On this day of , 2006, before me personally came , to me known, who, being by me duly sworn, did depose and say that s/he is the of PNC BANK, NATIONAL ASSOCIATION, and that s/he was authorized to sign her/his name thereto. Signature of Preparer Authorized Signature, Title Date Name of Preparer Name of Authorized Signer PNC Business Credit Revolving Credit, Term Loan and Security Agreement Borrowing Base Certificate Hxxxxx Technologies, Inc. Certificate # Period Ended To induce PNC Bank, National Association (“Agent”) to make a loan advance pursuant to the Revolving Credit, Term Loan and Security Agreement dated as of ___________ as well as amendments between the undersigned and Lender, we hereby certify as of the above date, the following:Notary Public
Appears in 1 contract
Samples: Security Agreement (Geokinetics Inc)
Certifications From Banks and Participants; US PATRIOT Act. Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. [SIGNATURE PAGES TO FOLLOW] Each of the parties has signed this Agreement on the day and year set forth below, to be effective as of the day and year first above written. ATTESTBORROWERS: HXXXXX TECHNOLOGIES COMPANY /s/ Sxxxxxx X. Xxxxxxxxxxx INPUT/OUTPUT, INC. By: /s/ Bxxxx J. Mxxxxxx Xxxxxxx Name: J. Mxxxxxx Xxxxxxx Title: Chief Financial Officer Date: May 24, 2005 10000 Xxxx Xxxxx Xxxxx Xxxxxxxx, Xxxxx 00000 GLOBAL CHARTER CORPORATION By: /s/ J. Mxxxxxx Xxxxxxx Name: J. Mxxxxxx Xxxxxxx Title: Vice President Date: May 24, 2005 10000 Xxxx Xxxxx Xxxxx Xxxxxxxx, Xxxxx 00000 GMG/AXIS, INC. By: /s/ J. Mxxxxxx Xxxxxxx Name: J. Mxxxxxx Xxxxxxx Title: Vice President Date: May 24, 2005 10000 Xxxx Xxxxx Xxxxx Xxxxxxxx, Xxxxx 00000 GX TECHNOLOGY CORPORATION By: /s/ Mxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxxxxxx Name: Bxxxx Mxxxxxx X. Xxxxxxx Title: Secretary President Date: May 24, 2005 10000 Xxxx Xxxxx Xxxxx Xxxxxxxx, Xxxxx 00000 97 I/O EXPLORATION PRODUCTS (U.K.), INC. By: /s/ J. Mxxxxxx Xxxxxxx Name: J. Mxxxxxx Xxxxxxx Title: Vice President Date: May 24, 2005 10000 Xxxx Xxxxx Xxxxx Xxxxxxxx, Xxxxx 00000 I/O EXPLORATION PRODUCTS (U.S.A.), INC. By: /s/ J. Mxxxxxx Xxxxxxx Name: J. Mxxxxxx Xxxxxxx Title: Vice President Date: May 24, 2005 10000 Xxxx Xxxxx Xxxxx Xxxxxxxx, Xxxxx 00000 I/O MARINE SYSTEMS, INC. By: /s/ J. Mxxxxxx Xxxxxxx Name: J. Mxxxxxx Xxxxxxx Title: Vice President Date: May 24, 2005 10000 Xxxx Xxxxx Xxxxx Xxxxxxxx, Xxxxx 00000 I/O OF AUSTIN, INC. By: /s/ J. Mxxxxxx Xxxxxxx Name: J. Mxxxxxx Xxxxxxx Title: Vice President Date: May 24, 2005 10000 Xxxx Xxxxx Xxxxx Xxxxxxxx, Xxxxx 00000 98 I/O SENSORS, INC. By: /s/ J. Mxxxxxx Xxxxxxx Name: J. Mxxxxxx Xxxxxxx Title: Vice President Date: May 24, 2005 10000 Xxxx Xxxxx Xxxxx Xxxxxxxx, Xxxxx 00000 I/O TEXAS, LP By: Input/Output, Inc., its General Partner By: /s/ J. Mxxxxxx Xxxxxxx Name: J. Mxxxxxx Xxxxxxx Title: Chief Financial Officer Date: May 24, 2005 10000 Xxxx Xxxxx Xxxxx Xxxxxxxx, Xxxxx 00000 IPOP MANAGEMENT, INC. By: /s/ J. Mxxxxxx Xxxxxxx Name: J. Mxxxxxx Xxxxxxx Title: Vice President Date: May 24, 2005 10000 Xxxx Xxxxx Xxxxx Xxxxxxxx, Xxxxx 00000 99 PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Ixxx Jxxx Xxxxxxxxx Name: Ixxx Jxxx Xxxxxxxxx Title: Vice President 300 Xxxxxxx Xxxxxx Date: May 24, 2005 2000 Xxx XxxxXxxxxxx, Xxx Xxxx Xxxxx 0000 Xxxxxx, Xxxxx 00000 Commitment Percentage: 10060% Exhibit 1.2 Form WHITNEY NATIONAL BANK By: /s/ Exxxx X. Xxxxxxxx Name: Exxxx X. Xxxxxxxx Title: Senior Vice President Date: May 24, 2005 200 Xx. Xxxxxxx Xxxxxx New Orleans, Louisiana 70130 Commitment Percentage: 40% 100 XXXXX XX XXXXX ) ) ss. COUNTY OF HXXXXX ) On this 24th day of Borrowing Base Certificate Hxxxxx Technologies Sources & Uses Sources: Prefunds 06/19/12 UW 2/19/12 Survey 2/29/12 Uses: Prefund 06/19/12 UW 2/29/12 Survey 2/29/12 AR Availability Existing Revolver (06/20/12) Inventory Availability Existing Term Loan (05/31/12) Line Limit Reserve Letter May, 2005, before me personally came J. Mxxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that he is the Chief Financial Officer of Credit Total Revolver Avail ($20MM cap) AP > 60 Days Past due (06/19/12) Expenses PNC Term Loan BB Reserve for Term Loan Cash (06/20/12) BB Reserve for Joint Venture Excess Availability* Total Total *Minimum excess availability of $5,000M will be required at Closing. The undersigned hereby certifies INPUT/OUTPUT, INC., the corporation described in and which executed the foregoing instrument; and that the above representations are true and correct and subject to all conditions he signed his name thereto by order of the Loan board of directors of said corporation. /s/ Lxxxxxxx Xxxxx Notary Public STATE OF TEXAS ) ) ss. COUNTY OF HXXXXX ) On this 24th day of May, 2005, before me personally came J. Mxxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and Security Agreement. We also represent say that to he is the best Vice President of our knowledgeGLOBAL CHARTER CORPORATION, there does not exist a condition the corporation described in and which may precipitate a default under executed the terms foregoing instrument; and that he signed his name thereto by order of the Loan board of directors of said corporation. /s/ Lxxxxxxx Xxxxx Notary Public STATE OF TEXAS ) ) ss. COUNTY OF HXXXXX ) On this 24th day of May, 2005, before me personally came J. Mxxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and Security Agreement or any amendment say that he is the Vice President of GMG/AXIS, INC., the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the board of directors of said corporation. /s/ Lxxxxxxx Xxxxx Notary Public 100 XXXXX XX XXXXX ) ) ss. COUNTY OF HXXXXX ) On this 24th day of May, 2005, before me personally came Mxxxxxx X. Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that he is the President of GX TECHNOLOGY CORPORATION, the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the board of directors of said corporation. /s/ Lxxxxxxx Xxxxx Notary Public STATE OF TEXAS ) ) ss. COUNTY OF HXXXXX ) On this 24th day of May, 2005, before me personally came J. Mxxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that he is the Vice President of I/O EXPLORATION PRODUCTS (U.K.), INC., the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the board of directors of said corporation. /s/ Lxxxxxxx Xxxxx Notary Public STATE OF TEXAS ) ) ss. COUNTY OF HXXXXX ) On this 24th day of May, 2005, before me personally came J. Mxxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that he is the Vice President of I/O EXPLORATION PRODUCTS (U.S.A.), INC., the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the board of directors of said corporation. /s/ Lxxxxxxx Xxxxx Notary Public 100 XXXXX XX XXXXX ) ) ss. COUNTY OF HXXXXX ) On this 24th day of May, 2005, before me personally came J. Mxxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that he is the Vice President of I/O MARINE SYSTEMS, INC., the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the board of directors of said corporation. /s/ Lxxxxxxx Xxxxx Notary Public STATE OF TEXAS ) ) ss. COUNTY OF HXXXXX ) On this 24th day of May, 2005, before me personally came J. Mxxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that he is the Vice President of I/O OF AUSTIN, INC., the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the board of directors of said corporation. /s/ Lxxxxxxx Xxxxx Notary Public STATE OF TEXAS ) ) ss. COUNTY OF HXXXXX ) On this 24th day of May, 2005, before me personally came J. Mxxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that he is the Vice President of I/O SENSORS, INC., the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the board of directors of said corporation. /s/ Lxxxxxxx Xxxxx Notary Public 100 XXXXX XX XXXXX ) ) ss. COUNTY OF HXXXXX ) On this 24th day of May, 2005, before me personally came J. Mxxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that he is the Chief Financial Officer of Input/Output, Inc., the general partner of I/O TEXAS, LP., the limited partnership described in and which executed the foregoing instrument; and that he signed his name thereto by order of the partners of said limited partnership. /s/ Lxxxxxxx Xxxxx Notary Public STATE OF TEXAS ) ) ss. COUNTY OF HXXXXX ) On this 24th day of May, 2005, before me personally came J. Mxxxxxx Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that he is the Vice President of IPOP MANAGEMENT, INC., the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the board of directors of said corporation. /s/ Lxxxxxxx Xxxxx Notary Public 100 XXXXX XX XXXXX ) ) ss. COUNTY OF HXXXXX ) On this 24th day of May, 2005, before me personally came Jxxx Xxxxxxxxx, to me known, who, being by me duly sworn, did depose and say that he is the Vice President of PNC BANK, NATIONAL ASSOCIATION, and that he was authorized to sign his name thereto. Signature /s/ Lxxxxxxx Xxxxx Notary Public STATE OF TEXAS ) ) ss. COUNTY OF HXXXXX ) On this th day of Preparer Authorized SignatureMay, Title Date Name 2005, before me personally came Exxxx X. Xxxxxxxx, to me known, who, being by me duly sworn, did depose and say that he is the Senior Vice President of Preparer Name of Authorized Signer PNC Business Credit Revolving CreditWHITNEY NATIONAL BANK, Term Loan and Security Agreement Borrowing Base Certificate Hxxxxx Technologies, Inc. Certificate # Period Ended To induce PNC Bank, National Association (“Agent”) that he was authorized to make a loan advance pursuant to the Revolving Credit, Term Loan and Security Agreement dated as of ___________ as well as amendments between the undersigned and Lender, we hereby certify as of the above date, the following:sign his name thereto. /s/ Cxxxxxxxxxx Xxxxxxx Xxxxxx Notary Public
Appears in 1 contract
Certifications From Banks and Participants; US PATRIOT Act. Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (ia) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (iib) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 ten (10) days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. [SIGNATURE PAGES TO FOLLOW] Each of the parties has signed this Agreement as of the day and year first above written. ATTEST: HXXXXX TECHNOLOGIES COMPANY /s/ Sxxxxxx X. Xxxxxxxxxxx EMTEC, INC. (a Delaware corporation) By: /s/ Bxxxx X. Xxxxxxx Xxxxxx Xxxxx Name: Sxxxxxx X. Xxxxxxxxxxx Xxxxxx Xxxxx Title: Chief Executive Officer EMTEC, INC. (a New Jersey corporation) By: /s/ Xxxxxx Xxxxx Name: Bxxxx X. Xxxxxxx Xxxxxx Xxxxx Title: Secretary Chief Executive Officer EMTEC INFRASTRUCTURE SERVICES CORPORATION By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: President EMTEC VIASUB LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Chief Executive Officer EMTEC GLOBAL SERVICES LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Chief Executive Officer KOAN-IT (US) CORP. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Chairman EMTEC FEDERAL, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Chief Executive Officer eBUSINESS APPLICATION SOLUTION, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Chief Executive Officer LUCEO, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Chief Executive Officer AVEEVA, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Chief Executive Officer SECURE DATA, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Chief Executive Officer COVELIX, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Chairman DINERO SOLUTIONS, LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Chief Executive Officer GNUCO, LLC By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: President PNC BANK, NATIONAL ASSOCIATION, as Lender and as Agent By: /s/ Ixxx Xxxxxxxxx Xxxxx X. Xxxxx Name: Ixxx Xxxxxxxxx Xxxxx X. Xxxxx Title: Senior Vice President 300 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Commitment Percentage: 100% Exhibit 1.2 Form of Borrowing Base Certificate Hxxxxx Technologies Sources & Uses Sources: Prefunds 06/19/12 UW 2/19/12 Survey 2/29/12 Uses: Prefund 06/19/12 UW 2/29/12 Survey 2/29/12 AR Availability Existing Revolver (06/20/12) Inventory Availability Existing Term Loan (05/31/12) Line Limit Reserve Letter of Credit Total Revolver Avail ($20MM cap) AP > 60 Days Past due (06/19/12) Expenses PNC Term Loan BB Reserve for Term Loan Cash (06/20/12) BB Reserve for Joint Venture Excess Availability* Total Total *Minimum excess availability of $5,000M will be required at Closing. The undersigned hereby certifies that the above representations are true and correct and subject to all conditions of the Loan and Security Agreement. We also represent that to the best of our knowledge, there does not exist a condition which may precipitate a default under the terms of the Loan and Security Agreement or any amendment thereto. Signature of Preparer Authorized Signature, Title Date Name of Preparer Name of Authorized Signer PNC Business Credit Revolving Credit, Term Loan and Security Agreement Borrowing Base Certificate Hxxxxx Technologies, Inc. Certificate # Period Ended To induce PNC Bank, National Association (“Agent”) to make a loan advance pursuant to the Revolving Credit, Term Loan and Security Agreement dated as of ___________ as well as amendments between the undersigned and Lender, we hereby certify as of the above date, the following:%
Appears in 1 contract
Samples: Security Agreement (Emtec Inc/Nj)
Certifications From Banks and Participants; US PATRIOT Act. Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. [SIGNATURE PAGES TO FOLLOW] Each of the parties has signed this Agreement as of the day and year first above written. ATTEST: HXXXXX TECHNOLOGIES COMPANY /s/ Sxxxxxx X. Xxxxxxxxxxx SPARTON CORPORATION By: /s/ Bxxxx Xxxxxxx X. Xxxxx Xxxxxxx NameX. Xxxxx, Senior Vice President and Chief Financial Officer SPARTON ELECTRONICS FLORIDA, INC. By: Sxxxxxx /s/ Xxxxxxx X. Xxxxxxxxxxx NameXxxxx Xxxxxxx X. Xxxxx, Treasurer and Secretary SPARTRONICS, INC. By: Bxxxx /s/ Xxxxxxx X. Xxxxx Xxxxxxx TitleX. Xxxxx, Treasurer and Secretary SPARTON MEDICAL SYSTEMS, INC. By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Treasurer and Secretary TitleSPARTRONICS VIETNAM CO., LTD. By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, General Director SPARTON TECHNOLOGY, INC. By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Treasurer and Secretary SPARTON OF CANADA, LIMITED By: /s/ Xxxx X. Xxxx Xxxx X. Xxxx, President PNC BANKSignature Page to Revolving Credit Agreement NATIONAL CITY BUSINESS CREDIT, NATIONAL ASSOCIATIONINC., as Lender and as Agent By: /s/ Ixxx Xxxxxxxxx Name: Ixxx Xxxxxxxxx Title: Xxx Xxxxxxxx Xxx Xxxxxxxx, Vice President 300 Xxxxxxx 000 Xxxx Xxx Xxxxxx Xxx Xxxx Xxxx, Xxx Xxxx Xxxxxxxx 00000 Commitment Percentage: 100% Exhibit 1.2 Form of Borrowing Base Certificate Hxxxxx Technologies Sources & Uses Sources: Prefunds 06/19/12 UW 2/19/12 Survey 2/29/12 Uses: Prefund 06/19/12 UW 2/29/12 Survey 2/29/12 AR Availability Existing Revolver (06/20/12) Inventory Availability Existing Term Loan (05/31/12) Line Limit Reserve Letter of Signature Page to Revolving Credit Total Revolver Avail ($20MM cap) AP > 60 Days Past due (06/19/12) Expenses PNC Term Loan BB Reserve for Term Loan Cash (06/20/12) BB Reserve for Joint Venture Excess Availability* Total Total *Minimum excess availability of $5,000M will be required at Closing. The undersigned hereby certifies that the above representations are true and correct and subject to all conditions of the Loan and Security Agreement. We also represent that to the best of our knowledge, there does not exist a condition which may precipitate a default under the terms of the Loan and Security Agreement or any amendment thereto. Signature of Preparer Authorized Signature, Title Date Name of Preparer Name of Authorized Signer PNC Business Credit Revolving Credit, Term Loan and Security Agreement Borrowing Base Certificate Hxxxxx Technologies, Inc. Certificate # Period Ended To induce PNC Bank, National Association (“Agent”) to make a loan advance pursuant to the Revolving Credit, Term Loan and Security Agreement dated as of ___________ as well as amendments between the undersigned and Lender, we hereby certify as of the above date, the following:DETROIT 37890-3 1122606v9 8/12/2009
Appears in 1 contract
Samples: Security Agreement (Sparton Corp)
Certifications From Banks and Participants; US PATRIOT Act. Each Lender or assignee or participant of a Lender that is not incorporated under the Laws of the United States of America or a state thereof (and is not excepted from the certification requirement contained in Section 313 of the USA PATRIOT Act and the applicable regulations because it is both (i) an affiliate of a depository institution or foreign bank that maintains a physical presence in the United States or foreign country, and (ii) subject to supervision by a banking authority regulating such affiliated depository institution or foreign bank) shall deliver to the Agent the certification, or, if applicable, recertification, certifying that such Lender is not a “shell” and certifying to other matters as required by Section 313 of the USA PATRIOT Act and the applicable regulations: (1) within 10 days after the Closing Date, and (2) as such other times as are required under the USA PATRIOT Act. [SIGNATURE PAGES TO FOLLOW] Each of the parties has signed this Agreement as of the day and year first above written. ATTEST: HXXXXX TECHNOLOGIES COMPANY /s/ Sxxxxxx X. Xxxxxxxxxxx CROCS, INC. By: /s/ Bxxxx Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer CROCS RETAIL, INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer CROCS ONLINE, INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer OCEAN MINDED, INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer JIBBITZ, LLC By: /s/ Xxx Xxxxxxx Name: Sxxxxxx X. Xxxxxxxxxxx Name: Bxxxx X. Xxx Xxxxxxx Title: Secretary Sole Manager BITE, INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: President Chief Financial Officer PNC BANK, NATIONAL ASSOCIATION, as As Lender and as Agent By: /s/ Ixxx Xxxxxxxxx Xxxxx Xxxxxxx Name: Ixxx Xxxxxxxxx Xxxxx Xxxxxxx Title: Vice President 300 Xxxxxxx Xxxxxx Xxx Xxxx0 Xxxxx Xxxx Xxxxxx, Xxx Xxxx Xxxxx 000 Xxxxxxxx, XX 00000 Commitment Percentage: 100% Exhibit 1.2 Form of Borrowing Base Certificate Hxxxxx Technologies Sources & Uses Sources: Prefunds 06/19/12 UW 2/19/12 Survey 2/29/12 Uses: Prefund 06/19/12 UW 2/29/12 Survey 2/29/12 AR Availability Existing Revolver (06/20/12) Inventory Availability Existing Term Loan (05/31/12) Line Limit Reserve Letter of Credit Total Revolver Avail ($20MM cap) AP > 60 Days Past due (06/19/12) Expenses PNC Term Loan BB Reserve for Term Loan Cash (06/20/12) BB Reserve for Joint Venture Excess Availability* Total Total *Minimum excess availability of $5,000M will be required at Closing. The undersigned hereby certifies that the above representations are true and correct and subject to all conditions of the Loan and Security Agreement. We also represent that to the best of our knowledge, there does not exist a condition which may precipitate a default under the terms of the Loan and Security Agreement or any amendment thereto. Signature of Preparer Authorized Signature, Title Date Name of Preparer Name of Authorized Signer PNC Business Credit Revolving Credit, Term Loan and Security Agreement Borrowing Base Certificate Hxxxxx Technologies, Inc. Certificate # Period Ended To induce PNC Bank, National Association (“Agent”) to make a loan advance pursuant to the Revolving Credit, Term Loan and Security Agreement dated as of ___________ as well as amendments between the undersigned and Lender, we hereby certify as of the above date, the following:%
Appears in 1 contract
Samples: Security Agreement (Crocs, Inc.)
