Chemical Bank. The Chase Manhattan Bank (National Association) Rabobank Nederland (Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.) The Bank of Nova Scotia Bank of Tokyo-Mitsubishi Trust Company Banque Francaise du Commerce Exterieur Banque Nationale de Paris Banque Paribas Compagnie Financiere de CIC et de l'Union Europeenne Credit Suisse De Nationale Investeringsbank N.V. Hamburgische Landesbank-Girozentrale Internationale Nederlanden Lease Ireland B.V. KB Financial Services (Ireland) Landesbank Hessen-Thuringen Girozentrale The Nippon Credit Bank, Ltd., Los Angeles Agency Norddeutsche Landesbank Girozentrale PNC Bank, National Association Royal Bank of Canada Westland/Utrecht Hypotheekbank N.V. The Yasuda Trust and Banking Company, Limited Berliner Bank AG, London Branch
Chemical Bank. Geoserve Corporate Trust Securities Window 00 Xxxxx Xxxxxx, Xxxx 000 Xxxxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Tender Department
Chemical Bank. 31.50 The Dai-Ichi Kangyo Bank, Ltd................. 31.50 First Interstate Bank of California........... 31.50 The Sakura Bank, Ltd.......................... 31.50 The Sanwa Bank, Limited....................... 31.50
Chemical Bank together with its affiliates, as the arranger of the Commitments and as the agent for the Banks under this Agreement and the other Loan Documents.
Chemical Bank as Trustee or as Authentication Agent By By -------------------- --------------------- Authorized Signatory Authorized Signatory (FORM OF REVERSE OF DEBENTURE) This Debenture is one of a duly authorized series of Debentures (designated as the 8-7/8% Subordinated Debentures due December 31, 2025) of the Company (herein sometimes referred to as the "Debentures"), specified in the Indenture, all issued or to be issued in one or more series under and pursuant to an Indenture dated as of December 5, 1995, duly executed and delivered between the Company and Chemical Bank, as Trustee (the "Trustee"), as supplemented by the First Supplemental Indenture dated as of December 5, 1995, between the Company and the Trustee (the Indenture as so supplemented, the "Indenture"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Debentures. By the terms of the Indenture, the Debentures are issuable in series that may vary as to amount, date of maturity, rate of interest and in other respects as provided in the Indenture. This series of Debentures is limited in aggregate principal amount as specified in said First Supplemental Indenture. Upon the occurrence and continuation of a Special Event, the Company will have the right to elect under certain circumstances to (a) dissolve the Trust and cause the Debentures to be distributed pro rata to holders of the Trust Securities, (b) redeem the Debentures at a redemption price equal to 100% of their principal amount together with any accrued and unpaid interest thereon (the "Redemption Price") or (c) in the case of a Tax Event, allow the Debentures to remain outstanding and indemnify the Trust for any taxes payable by it as a result of such Tax Event. The Redemption Price shall be paid on the date of such redemption or at such earlier date as the Company determines. The Company shall have the right to redeem this Debenture at the option of the Company, without premium or penalty, in whole or in part from time to time on or after December 31, 2000 (an "Optional Redemption"), at a redemption price equal to 100% of the principal amount plus any accrued and unpaid interest to but excluding the date of such redemption (the "Optional Redemption Price"). Any redemption pursuant to this paragraph will be made upon not less than 20 nor more than 45 Business ...
Chemical Bank. The Borrower has applied to the Lenders and the Issuing Bank for a credit facility in an aggregate principal amount not to exceed $450,000,000, all of the Borrower's obligations under which are to be guaranteed by the Guarantors and secured by the Collateral described herein and in the Security Agreement. The extensions of credit hereunder will be used, first, to repay in full all amounts outstanding under the Chase Credit Facility (or, with respect to letters of credit, banker's acceptances and airbill guarantees issued thereunder, to secure the Borrower's reimbursement obligations in connection therewith by issuing Letters of Credit hereunder) and thereafter to provide working capital for, and to finance Inventory purchases by, the Borrower and the Retail Guarantors (as set forth in the Order) and otherwise for general corporate purposes.
Chemical Bank. Dated as of August 1, 1990 ------------------------------- Relating to the issuance of PORT OF ST. HELENS, OREGON VARIABLE RATE DEMAND POLLUTION CONTROL REVENUE BONDS, SERIES 1990A (PORTLAND GENERAL ELECTRIC COMPANY PROJECT) $9,600,000 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TABLE OF CONTENTS (This Table of Contents is not a part of the Indenture of Trust but is for convenience of reference only.) Page Parties......................................................................1 Preambles....................................................................1 ARTICLE I Definitions
Chemical Bank as agent for the Lenders referred to in the Credit Agreement hereinafter defined (the "Agent"). Pursuant to the Credit, Security and Guaranty Agreement dated as of November 1, 1995, among Orion Pictures Corporation (the "Borrower"), the guarantors referred to therein, the lenders referred to therein (the "Lenders") and the Agent (as the same may be amended, supplemented or otherwise modified, renewed or replaced from time to time, the "Credit Agreement"), the Lenders have agreed, subject to the terms and conditions set forth in the Credit Agreement, to make loans to the Borrower in connection with, among other things, the acquisition, production and distribution of the Product (as hereinafter defined); and the Producer(s) have granted to the Agent for the benefit of the Lenders a security interest in, among other things, all of their right, title and interest in and to any motion picture, film or video tape produced for theatrical, non-theatrical, television or video release in any other medium, with respect to which the Producer(s) (i) is the initial copyright owner or (ii) has acquired or has contracted to acquire an equity interest or distribution rights (hereinafter called the "Product") as security for various obligations of the Producers to the Lenders. Such security interest covers, among other things, all physical properties of every kind or nature of, or relating to, the Product and all versions thereof, including, without limitation, exposed film, developed film, positives, negatives, prints, 221 positive prints, answer prints, special effects, preparing materials (including interpositives, duplicate negatives, internegatives, color reversals, intermediates, lavenders, fine grain master prints and matrices, and all other forms of pre-print elements), sound tracks, cutouts, trims and any and all other physical properties of every kind and nature of, or relating to, the Product, whether in completed form or in some state of completion, and all masters, duplicates, drafts, versions, variations and copies of each thereof, in all formats whether on film, videotape, disk or otherwise and all music sheets and promotional materials relating to the Product, all of the foregoing items being hereinafter collectively called the "Collateral". From time to time, the Laboratory will have in its possession certain items of the Collateral. Accordingly, the parties hereto hereby agree as follows:
Chemical Bank. 450 West 33rd Street Xxx Xxxx, Xxx Xxxx 00000 Attn: Corporate Trustee Administration Department Chemical Bank 125 London Wall London EC2Y 5AJ England Attn: Corporate Agency Department The Paying Agent.....
Chemical Bank. 2- November 1, 1995 we examined and (c) the conformity to authentic originals of documents submitted to us as certified, conformed or photostatic copies. When our opinions expressed below are stated "to the best of our knowledge," we have made reasonable and diligent investigation of the subject matters of such opinions and have no reason to believe that there exist any facts or other information that would render such opinions incomplete or incorrect. Based upon and subject to the foregoing, we are of the opinion that:
