Comprised of. ABSOLUTE RATE BID OR BID LOAN NO. INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID* ------------ ----------------------- ----------- ---------------------- 1 _______days/mos $____________ (- +) _______% 2 _______days/mos $____________ (- +) _______% 3 _______days/mos $____________ (- +) _______% -------------------- * Expressed in multiples of 1/100th of a basis point. Contact Person: ____________________ Telephone: __________________ [LENDER] By: _____________________________________ Name: ___________________________________ Title: __________________________________ ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: BID LOAN NO. PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- $ $ $ ALBERTSON'S, INC. By: __________________________________ Name: ________________________________ Title: _______________________________ Date: ________________________________ B-2-2 Form of Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Five-Year Credit Agreement, dated as of June 17, 2004 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Albertson's, Inc., a Delaware corporation (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Swing Line Lender. The undersigned hereby requests a Swing Line Loan: 1. On ____________________ (a Business Day). 2. In the amount of $_______________. The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. ALBERTSON'S, INC. By: _________________________________ Name: _______________________________ Title: ______________________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Appears in 1 contract

Sources: Five Year Credit Agreement (Albertsons Inc /De/)

Comprised of. ABSOLUTE RATE ~~BID~~ OR INTEREST PERIOD EUROCURRENCY BID LOAN NO. ~~INTEREST PERIOD~~ OFFERED BID MAXIMUM ~~EURODOLLAR MARGIN BID~~BID MARGIN* ------------ ~~----------------------- ----------- ----------------------~~ --------------- -------------- ---------------- 1 _______days/mos $_____________ (- +) _______% 2 _______days/mos $_____________ (- +) _______% 3 _______days/mos $_____________ (- +) _______% ~~--------------------~~ ---------- * Expressed in multiples of 1/100th of a basis point. Contact Person: _____________________________ Telephone: _____________________ [NAME OF LENDER] By: ~~_____________________________________~~ ------------------------------------ Name: ~~___________________________________~~ Title: __________________________________ ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE ~~BORROWER~~ COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: PRINCIPAL AMOUNT BID LOAN NO. ~~PRINCIPAL AMOUNT~~ ACCEPTED ------------ ~~------------------------- $ $ $ ALBERTSON'S, INC. By: ___________________~~---------------- $_______________ ~~Name: _________________~~$_______________ ~~Title: ________________~~$_______________ FIDELITY NATIONAL INFORMATION SERVICES, INC. By: --------------------------------- Name: Title: Date: _________ EXHIBIT C FORM OF SWING LINE LOAN NOTICE Date: ____________~~_______________~~, _____ ~~B-2-2 Form of Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE~~ To: JPMorgan Chase Bank, N.A., as Swing Line Lender and Administrative Agent Bank of America, N.A., as Swing Line Lender ~~Bank of America, N.A., as Administrative Agent~~ Ladies and Gentlemen: Reference is made to ~~that certain Five-Year~~ the Credit ~~Agreement,~~ Agreement dated as of ~~June 17~~January 18, ~~2004~~ 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "~~Agreement;"~~ AGREEMENT"; the terms defined therein being used herein as therein defined), among ~~Albertson's~~Fidelity National Information Services, Inc., a ~~Delaware~~ Georgia corporation (the "~~Borrower~~COMPANY"), the ~~Lenders~~ Designated Borrowers from time to time party thereto, each lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and Bank of America, N.A., as ~~Administrative Agent and~~ Swing Line Lender. The ~~undersigned~~ Company hereby requests a Swing Line Loan: 1. On ___________________________________ (a Business Day). 2. In the amount of $_______________________. 3. The aggregate principal balance of Swing Line Loans outstanding (after giving effect to the advance requested hereunder) is $________________ (after giving effect to all repayments of the Swing Line Loans being made on such date). The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section ~~2.04(a~~2.05(a) of the Agreement. ~~ALBERTSON'S~~FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: ▇▇▇▇▇▇▇ ▇-▇ FORM OF TERM NOTE _____________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ or its registered assigns (the "TERM LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Term Loan made by the Term Lender to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and Bank of America, N.A., as Swing Line Lender. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Term Loan made by the Term Lender to the Borrower under the Agreement from the date of such Term Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Term Lender in Dollars in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Term Note is one of the Term Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Term Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Term Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Term Loans made by the Term Lender shall be evidenced by one or more loan accounts or records maintained by the Term Lender in the ordinary course of business. The Term Lender may also attach schedules to this Term Note and endorse thereon the date, amount and maturity of its Term Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Term Note. THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: TERM LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding Type of Amount of End of Principal or Principal Term Loan Term Loan Interest Interest Paid Balance This Notation Date Made Made Period This Date Date Made By ------------- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF US DOLLAR REVOLVING CREDIT NOTE ___________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ or registered assigns (the "US DOLLAR REVOLVING CREDIT LENDER"), in accordance with the provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made by the US Dollar Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and Bank of America, N.A., as Swing Line Lender. The Borrower promises to pay interest on the aggregate unpaid principal amount of each US Dollar Revolving Credit Loan made from time to time by the US Dollar Revolving Credit Lender to the Borrowers under the Agreement from the date of such US Dollar Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the US Dollar Revolving Credit Lender in Dollars and in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This US Dollar Revolving Credit Note is one of the US Dollar Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This US Dollar Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this US Dollar Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. US Dollar Revolving Credit Loans made by the US Dollar Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the US Dollar Revolving Credit Lender in the ordinary course of business. The US Dollar Revolving Credit Lender may also attach schedules to this US Dollar Revolving Credit Note and endorse thereon the date, amount and maturity of its US Dollar Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Revolving Credit Note. THIS US DOLLAR REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Amount of Outstanding End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- ▇▇▇▇▇▇▇ ▇-▇ FORM OF MULTICURRENCY REVOLVING CREDIT NOTE __________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to _____________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] or registered assigns (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit AgreementMULTICURRENCY REVOLVING CREDIT LENDER"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the ~~Standard Terms~~ provisions of the Agreement (as hereinafter defined), the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made by the Multicurrency Revolving Credit Lender from time to time to the Borrower under that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and ~~Conditions~~ restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation, the Designated Borrowers from time to time party thereto, each lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and Bank of America, N.A., as Swing Line Lender. The Borrower promises to pay interest on the aggregate unpaid principal amount of each Multicurrency Revolving Credit Loan made from time to time by the Multicurrency Revolving Credit Lender to the Borrower under the Agreement from the date of such Multicurrency Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Multicurrency Revolving Credit Lender in the currency in which such Multicurrency Revolving Credit Loan was denominated and in Same Day Funds at the Administrative Agent's Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Multicurrency Revolving Credit Note is one of the Multicurrency Revolving Credit Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Multicurrency Revolving Credit Note is also entitled to the benefits of the Guaranty. Upon the occurrence and during the continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Multicurrency Revolving Credit Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Multicurrency Revolving Credit Loans made by the Multicurrency Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the Multicurrency Revolving Credit Lender in the ordinary course of business. The Multicurrency Revolving Credit Lender may also attach schedules to this Multicurrency Revolving Credit Note and endorse thereon the date, amount, currency and maturity of its Multicurrency Revolving Credit Loans and payments with respect thereto. The Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Multicurrency Revolving Credit Note. THIS MULTICURRENCY REVOLVING CREDIT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. [BORROWER] By: ------------------------------------ Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Currency Amount of Outstanding and End of Principal or Principal Type of Amount of Interest Interest Paid Balance This Notation Date Loan Made Loan Made Period This Date Date Made By ---- --------- --------- -------- ------------- ------------ -------- EXHIBIT E FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _______, ____ To: JPMorgan Chase Bank, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of January 18, 2007 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as therein defined), among Fidelity National Information Services, Inc., a Georgia corporation (the "COMPANY"), the Designated Borrowers from time to time party thereto, each lender party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and Bank of America, N.A., as Swing Line Lender. The undersigned, a Specified Responsible Officer of the Company, hereby certifies as of the ~~Effective Date inserted by~~ date hereof that he/she is the _________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent ~~as contemplated below (i) all~~ on the behalf of the ~~Assignor's rights~~ Company and ~~obligations as a Lender under the Credit Agreement~~ its Restricted Subsidiaries, and ~~any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations~~ hereby certifies on behalf of the ~~Assignor under~~ Company that: [Use following paragraph 1 for fiscal year-end financial statements] 1. Attached hereto as Schedule 1 are the ~~respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities~~year-end audited financial statements required by Section 6.01(a) ~~and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right~~ of the ~~Assignor (in~~ Agreement for the fiscal year of the Company and its ~~capacity~~ Subsidiaries ended as ~~a Lender) against any Person~~of the above date, ~~whether known or unknown, arising under or in connection~~ together with the ~~Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any~~ report and opinion of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest")independent certified public accountant required by such Section. ~~Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.~~[Use following paragraph 1 for fiscal quarter financial statements]

Appears in 1 contract

Sources: Credit Agreement (Fidelity National Information Services, Inc.)

Comprised of. INTEREST PERIOD ABSOLUTE RATE BID OR BID LOAN NO. ~~INTEREST PERIOD~~ OFFERED BID MAXIMUM EURODOLLAR MARGIN BID* ------------ ~~----------------------- -----------~~ --------------- ---------------- ---------------------- 1 _______days/mos $_______________ (- +) _______% 2 _______days/mos $_______________ (- +) _______% 3 _______days/mos $_______________ (- +) _______% ~~--------------------~~ --------------- * Expressed in multiples of 1/100th of a basis point. Contact Person: ____________________ Telephone~~: _~~:_________________ [LENDER] By: _____________________________________ Name: ___________________________________ Title: __________________________________ ******************************************************************************* THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: PRINCIPAL BID LOAN NO. ~~PRINCIPAL~~ AMOUNT ACCEPTED ------------ ~~-------------------------~~ --------------- $ $ $ ALBERTSON'S, INC. By: ___________________________________ Name: _________________________________ Title: ________________________________ Date: _________________________________ ~~B-2-2 Form of Competitive Bid~~ EXHIBIT C FORM OF SWING LINE LOAN NOTICE To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Five-Year Credit Agreement, dated as of June 1716, ~~2004~~ 2005 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" "; the terms defined therein being used herein as therein defined), among Albertson's, Inc., a Delaware corporation (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Swing Line Lender. The undersigned hereby requests a Swing Line Loan: 1. On ____________________ (a Business Day). 2. In the amount of $_______________. The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. ALBERTSON'S, INC. By: ____________________________~~____~~_ Name: __________________________~~____~~_ Title: ~~____~~__________________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Appears in 1 contract

Sources: Credit Agreement (Albertsons Inc /De/)

Comprised of. [ ] Bid Loans based on an [ ] Bid Loans based on Base [ ] Bid Loans based on Absolute Rate Rate Eurocurrency Rate ABSOLUTE RATE BID, BASE RATE BID OR INTEREST PERIOD EUROCURRENCY ALTERNATIVE BID LOAN NO. ~~INTEREST PERIOD~~ OFFERED BID MAXIMUM ~~EURODOLLAR~~ MARGIN BID* CURRENCY OFFERED ------------ ~~-----------------------~~ ---------------- ----------- ~~----------------------~~ ------------------ ---------------- 1 ________ days/mos $____________ (- +) _______% 2 ________ days/mos $____________ (- +) _______% 3 ________ days/mos $____________ (- +) _______% ~~--------------------~~ ----------------- * Expressed in multiples of 1/100th of a basis point. B-2-1 Form of Competitive Bid Contact Person: ____________________________ Telephone: ____________________ [LENDER] By: ______________________________________ Name: ____________________________________ Title: ___________________________________ ******************************************************************************** B-2-2 Form of Competitive Bid THIS SECTION IS TO BE COMPLETED BY THE ~~BORROWER~~ COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: BID LOAN NO. PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- $ $ $ ~~ALBERTSON'S, INC.~~ STARBUCKS CORPORATION By: __________________________________ Name: ________________________________ Title: _______________________________ Date: ________________________________ ~~B-2-2 Form of Competitive Bid~~ EXHIBIT C FORM OF SWING LINE LOAN NOTICE Date: ___________, _____ To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain ~~Five-Year~~ Credit Agreement, dated as of ~~June 17~~August 12, ~~2004~~ 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among ~~Albertson's, Inc.~~Starbucks Corporation, a ~~Delaware~~ Washington corporation (the "~~Borrower~~Company"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative ~~Agent~~ Agent, L/C Issuer and Swing Line Lender. The undersigned hereby requests a Swing Line Loan: 1. On _________________________ (a Business ~~Day~~Day on which the funds will be available to the Company). 2. In the amount of $_______________. The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section ~~2.04(a~~2.05(a) of the Agreement. ~~ALBERTSON'S, INC.~~ STARBUCKS CORPORATION By: ______________________________________ Name: ____________________________________ Title: ___________________________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ~~ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "Assignment and Assumption") is dated as of~~ FORM OF NOTE _______________, 2005 FOR VALUE RECEIVED, the ~~Effective Date set forth below and is entered into by and between [Insert name of Assignor]~~ undersigned (the "~~Assignor~~Company") ~~and [Insert name of Assignee]~~ hereby promises to pay to _____________________ or registered assigns (the "~~Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit Agreement~~Lender"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the ~~Standard Terms and Conditions and~~ provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Company under that certain Credit Agreement, dated as of August 12, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among the Company, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The Company promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest will be made to the Administrative Agent for the account of the Lender in the currency in which such Committed Loan was denominated and in Same Day Funds at the Administrative Agent's Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount will bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note will become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender will be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount, currency and maturity of its Loans and payments with respect thereto. The Company, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. STARBUCKS CORPORATION By: ______________________________________ Name: ____________________________________ Title: ___________________________________ D-1 Form of Note LOANS AND PAYMENTS WITH RESPECT THERETO CURRENCY AMOUNT OF AND PRINCIPAL OUTSTANDING TYPE OF AMOUNT OF END OF OR INTEREST PRINCIPAL LOAN LOAN INTEREST PAID THIS BALANCE NOTATION DATE MADE MADE PERIOD DATE THIS DATE MADE BY ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ ________ _______ _________ ________ ___________ ___________ ________ D-2 Form of Note EXHIBIT E FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: _______________, _____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of August 12, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Starbucks Corporation, a Washington corporation (the "Company"), from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the ~~Effective Date inserted by~~ date hereof that he/she is the _____________________________________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent ~~as contemplated below (i) all~~ on the behalf of the ~~Assignor's rights~~ Company, and ~~obligations~~ that: [Use following paragraph 1 for fiscal YEAR-END financial statements] 1. Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Company ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. [Use following paragraph 1 for fiscal QUARTER-END financial statements] 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Company ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Company and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a ~~Lender~~ detailed review of the transactions and condition (financial or otherwise) of the Company during the accounting period covered by the attached financial statements. 3. A review of the activities of the Company during such fiscal period has been made under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations supervision of the ~~Assignor~~ undersigned with a view to determining whether during such fiscal period the Company performed and observed all its Obligations under the ~~respective facilities identified below (including~~Loan Documents, ~~without limitation~~and E-1 Form of Compliance Certificate [SELECT ONE:] [TO THE BEST KNOWLEDGE OF THE UNDERSIGNED DURING SUCH FISCAL PERIOD, ~~the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law~~THE COMPANY PERFORMED AND OBSERVED EACH COVENANT AND CONDITION OF THE LOAN DOCUMENTS APPLICABLE TO IT, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorAND NO DEFAULT HAS OCCURRED AND IS CONTINUING.] --OR-- [THE FOLLOWING COVENANTS OR CONDITIONS HAVE NOT BEEN PERFORMED OR OBSERVED AND THE FOLLOWING IS A LIST OF EACH SUCH DEFAULT AND ITS NATURE AND STATUS:]

Appears in 1 contract

Sources: Credit Agreement (Starbucks Corp)

Comprised of. ABSOLUTE RATE BID OR BID LOAN NO. INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID* ------------ ----------------------- ----------- ---------------------- 1 _______days/mos $____________ (- +) _______% 2 _______days/mos $____________ (- +) _______% 3 _______days/mos $____________ (- +) _______% -------------------- * Expressed in multiples [Type of ~~1/100th~~ Committed Loan requested] The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of a basis point. Contact Person: ____________________ Telephone: __________________ [LENDER] By: _____________________________________ Name: ___________________________________ Title: __________________________________ ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in Section 2.01 of the ~~amounts set forth below: BID LOAN NO. PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- $ $ $ ALBERTSON'S, INC~~Agreement. By: ~~__________________________________~~ Name: ~~________________________________~~ Title: ~~_______________________________~~ Date: ___________~~________________~~, _____ ~~B-2-2 Form of Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE~~ To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain ~~Five-Year~~ Credit Agreement, dated as of ~~June 17~~August 24, ~~2004~~ 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "“Agreement;" ” the terms defined therein being used herein as therein defined), among ~~Albertson's~~CarMax Auto Superstores, Inc., a ~~Delaware~~ Virginia corporation (the "“Revolving Borrower"”), CarMax, Inc., a Virginia corporation, the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative ~~Agent~~ Agent, L/C Issuer, Swing Line Lender and New Vehicle Swing Line Lender. The ~~undersigned~~ Revolving Borrower hereby requests (select one): A Borrowing of a Swing Line ~~Loan:~~Loan A conversion of Loans 1. On _________________________ (a Business Day). 2. In the amount of $_______________. 3. Comprised of ____________ [Type of Swing Line Loan requested]. The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. ~~ALBERTSON'S, INC.~~ By: Name: Title: To: Bank of America, N.A., as New Vehicle Swing Line Lender Bank of America Auto Group Dealer # Line 07 Floor Plan Operations Class 007 FAX: (▇▇▇) ▇▇▇-▇▇▇▇ Serial # Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of August 24, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among CarMax Auto Superstores, Inc., a Virginia corporation (the “Revolving Borrower”), CarMax, Inc., a Virginia corporation, the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer, Swing Line Lender and New Vehicle Swing Line Lender. The Revolving Borrower hereby requests (select 1 or 2): 1. PAYMENT TRANSACTION Pay funds into the STRAIGHTLINE account in the amount of $__________________ from Designated CHECKING Account on FITS. 2. ADVANCE TRANSACTION Advance funds from the STRAIGHT LINE account in the amount of $ _____________ and credit Designated CHECKING account on FITS. 3. On _________________________ ~~Name: _______________________________ Title: ______________________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment and Assumption~~ (this "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"a Business Day). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Appears in 1 contract

Sources: Credit Agreement (Carmax Inc)

Comprised of. ~~ABSOLUTE RATE BID OR BID LOAN NO~~[Type of Committed Loan requested] [With respect to such Borrowing of a Committed Loans, the undersigned hereby represents and warrants that (i) such request complies with Section 2.01 of the Credit Agreement and (ii) each of the conditions set forth in Sections 4.2(a) and (b) of the Credit Agreement have been satisfied on and as of the date of such Borrowing.] The Borrower hereby requests that [check one line below and fill in blank spaces next to the line as appropriate]: i Funds to be deposited into a PNC Bank deposit account per current standing instructions. ~~INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID* ------------ ----------------------- ----------- ---------------------- 1 _______days/mos $~~Complete amount of deposit if not full loan advance amount: ___________~~_ (- +)~~ ____~~___% 2 _______days/mos $____________ (- +) _______% 3 _______days/mos $____________ (- +) _______% -------------------- * Expressed in multiples~~ . ii Funds to be wired per the following wire instructions:Amount of ~~1/100th of a basis point. Contact Person~~Wire Transfer: ___________________~~_ Telephone~~Bank Name: _________________~~_ [LENDER] By~~____ABA: __________________________Account Number: ___________ _______Account Name: ___________________Reference: ______________________~~____________~~_ Title: __________________________________ ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in iii Funds to be wired per the ~~amounts set forth below: BID LOAN NO~~attached Funds Flow (multiple wire transfers). ~~PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- $ $ $ ALBERTSON'S, INC~~iv Funds to be wired per the current Notice of Account Designation. By: ~~__________________________________~~ Name: ~~________________________________~~ Title: ~~_______________________________ Date: ________________________________ B-2-2 Form~~ FOR VALUE RECEIVED, the undersigned (the “Company”) hereby promises to pay to [LENDER] or its registered assigns (the “Lender”), in accordance with the provisions of ~~Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE To: Bank~~ the Credit Agreement (as hereinafter defined), the principal amount of ~~America, N.A., as Swing Line~~ each Loan from time to time made by the Lender ~~Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made~~ to the Company under that certain ~~Five-Year~~ Credit Agreement, dated as of ~~June 17~~November 22, ~~2004~~ 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "“Credit Agreement;" ”, the terms defined therein being used herein as therein defined), among ~~Albertson's, Inc., a Delaware corporation (~~the ~~"Borrower")~~Company, the Lenders from time to time party ~~thereto~~thereto and PNC Bank, ~~and Bank of America, N.A.~~National Association, as Administrative ~~Agent and Swing Line Lender~~Agent. The ~~undersigned hereby requests a Swing Line Loan: 1. On ____________________ (a Business Day). 2. In~~ Company promises to pay interest on the unpaid principal amount of ~~$_______________~~each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Subsidiary Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall (if required by the Credit Agreement) become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The ~~Swing Line Borrowing requested herein complies~~ Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with ~~the requirements~~ respect thereto. The Company, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of ~~the provisos to the first sentence~~ protest, demand, dishonor and non-payment of ~~Section 2.04(a) of the Agreement~~this Note. ~~ALBERTSON'S, INC~~THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA. By: ~~_________________________________~~ Name: ~~_______________________________~~ Title: ~~______________________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION~~ This Assignment and Assumption (this "“Assignment and Assumption"”) is dated as of the Effective Date set forth below and is entered into by and between [~~Insert name of~~ the][each] 1 Assignor identified in item 1 below ([the][each, an] “Assignor~~] (the "Assignor"~~”) and [~~Insert name of~~ the][each] Assignee identified in item 2 below ([the][each, an] “Assignee~~] (the "Assignee"~~”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint. 2 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "“Credit Agreement"”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, ~~the~~ [the][each] Assignor hereby irrevocably sells and assigns to [the ~~Assignee~~Assignee][the respective Assignees], and ~~the~~ [the] [each] Assignee hereby irrevocably purchases and assumes from [the ~~Assignor~~Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the ~~Assignor's~~ Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a ~~Lender~~ Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the ~~Assignor~~ Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Letters of Credit or the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a ~~Lender)~~ Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as ~~the "~~[the][an] “Assigned Interest"”). ~~Such~~ Each such sale and assignment is without recourse to ~~the~~ [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by ~~the~~ [the][any] Assignor.

Appears in 1 contract

Sources: Credit Agreement (Sonic Automotive Inc)

Comprised of. ~~ABSOLUTE RATE BID OR BID LOAN NO. INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID* ------------ ----------------------- ----------- ---------------------- 1~~ For requested Competitive LIBOR Loan with a maturity of Competitive Bid Maximum Absolute Rate Bid or LIBOR Margin Bid (1) days/wks/mos $____~~___days/mos $~~____________ (- +) _______~~% 2~~ ____ % (2) days/wks/mos $____~~___days/mos $~~____________ (- +) _______~~% 3~~ ____ % (3) days/wks/mos $____~~___days/mos $~~____________ (- +) ___________ % ~~-------------------- * Expressed in multiples of 1/100th of a basis point.~~ Contact Person: _____________________ Telephone: :_____________________ [LENDER] By: Name: Title: $___________________ ______________________________ Name: ___________________________________ Title: __________________________________ ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: BID LOAN NO. PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- $ $ $ ALBERTSON'SFOR VALUE RECEIVED, INC. By: __________________________________ Name: ________________________________ Title: _______________________________ Date: ________________________________ B-2-2 Form of Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Five-Year Credit Agreement, dated as of June 17, 2004 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Albertson's, Inc.SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, a Delaware corporation (the ~~"Borrower"~~“Company”), hereby promises to pay to the ~~Lenders from time to time party thereto, and Bank~~ order of ~~America, N.A., as Administrative Agent and Swing Line Lender. The undersigned hereby requests a Swing Line Loan: 1. On ______~~______________ (~~a Business Day). 2. In~~ the ~~amount~~ “Lender”) at its Lending Office the principal sum of $_________~~______. The Swing Line Borrowing requested herein complies with~~ _ (or such lesser amount as shall equal the ~~requirements~~ aggregate unpaid principal amount of the ~~provisos~~ Competitive Loans made by the Lender to the ~~first sentence~~ Company under the Agreement referred to below), in lawful money of ~~Section 2.04(a)~~ the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Agreement, and to pay interest on the unpaid principal amount of each such Competitive Loan, at such office, in like money and funds, for the period commencing on the date of such Competitive Loan until such Competitive Loan shall be paid in full, at the rates per annum and on the dates provided in the Agreement. ~~ALBERTSON'S~~The date, ~~INC~~amount, type, interest rate and duration of Interest Period (if applicable) of each Competitive Loan made by the Lender to the Company, and each payment made on account of the principal of such Competitive Loan, shall be recorded by the Lender on its books and, prior to any transfer of this Competitive Loan Note, endorsed by the Lender on the schedule attached to this Competitive Loan Note or any continuation of such schedule, provided that the failure of the Lender to make any such recordation or endorsement shall not affect the obligations of the Company to make a payment when due of any amount owing under the Agreement or under this Competitive Loan Note in respect of the Competitive Loans made by the Lender. ~~By: _________________________________ Name: _______________________________ Title: ______________________________ C-1 Form~~ This promissory note is one of ~~Swing Line~~ the Competitive Loan ~~Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "Assignment and Assumption") is~~ Notes referred to in the Five Year Credit Agreement dated as of June 6, 2006, among the ~~Effective Date set forth below~~ Company, the Lenders from tine to time party thereto, and ~~is entered into by and between [Insert name~~ Citicorp USA, Inc., as Administrative Agent (as extended, renewed, amended or restated from time to time, the “Agreement”) the terms defined therein being used herein as therein defined. The Agreement provides for the acceleration of ~~Assignor] (~~the ~~"Assignor") and [Insert name~~ maturity of ~~Assignee] (~~this Competitive Loan Note upon the ~~"Assignee")~~occurrence of certain events. ~~Capitalized terms used but not defined herein shall have the meanings given to them~~ Except as specified in the ~~Credit Agreement identified below~~ Agreement, the Company may not prepay Competitive Loans. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the ~~"Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions~~ per annum rate set forth in ~~Annex 1 attached hereto are~~ the Agreement. The Company, for itself, its successors and assigns, hereby ~~agreed to~~ waives diligence, presentment, protest and ~~incorporated herein by reference~~ demand and ~~made a part~~ notice of protest, demand, dishonor and non-payment of this ~~Assignment and Assumption~~ Competitive Loan Note. Except as ~~if set forth herein in full. For an agreed consideration,~~ permitted by the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, ~~as of the Effective Date inserted~~ this Competitive Loan Note may not be assigned by the ~~Administrative Agent as contemplated below (i) all of~~ Lender or the ~~Assignor's rights and obligations as a Lender under the Credit Agreement and~~ Company to any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (includingPerson. THIS COMPETITIVE LOAN NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, without limitation, the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.Delaware corporation By: Name: Title:

Appears in 1 contract

Sources: Credit Agreement (Science Applications International Corp)

Comprised of. ~~ABSOLUTE RATE BID OR BID LOAN NO. INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID* ------------ ----------------------- ----------- ---------------------- 1 _______days/mos $__~~[Type of Loan requested: Base Rate or Eurodollar Rate] For Eurodollar Rate Loans: with an Interest Period of __________ ~~(- +) _______% 2 _______days/mos~~ months. The Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement. By: Name: Title: ] By: Name: Title: By: Name: Title: ] $~~____________ (- +) _______% 3 _______days/mos $____________ (- +) _______% -------------------- * Expressed in multiples of 1/100th of a basis point. Contact Person: ______~~______________ ~~Telephone:~~ ___________~~___~~, ____ FOR VALUE RECEIVED, the undersigned, [~~LENDER~~GILEAD SCIENCES, INC., a Delaware corporation][GILEAD BIOPHARMACEUTICS IRELAND CORPORATION, an Irish company] ~~By: ________________~~(the “Borrower”), hereby promises to pay to _____________________ ~~Name:~~ (the “Lender”) or its registered assigns permitted by the Agreement (as hereinafter defined), in accordance with the provisions of the Agreement, the principal amount of [_______________] ($[____________________ Title: __________________________________ ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers ]), or, if less, the aggregate unpaid principal amount of all outstanding Loans from time to time made ~~above are hereby accepted in~~ by the ~~amounts set forth below: BID LOAN NO. PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- $ $ $ ALBERTSON'S~~Lender to the Borrower under that certain Short-Term Revolving Credit Facility Credit Agreement, ~~INC. By: __________________________________ Name: ________________________________ Title: _______________________________ Date: ________________________________ B-2-2 Form~~ dated as of ~~Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE To:~~ January 12, 2012 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower and [Gilead Sciences, Inc.][Gilead Biopharmaceutics Ireland Corporation], as the borrowers, the Lenders from time to time party thereto, and Bank of America, N.A., as ~~Swing Line~~ Administrative Agent. The Borrower promises to pay interest on the unpaid principal amount of each outstanding Loan of such Borrower from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due under the Agreement, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part, without premium or penalty, subject to the terms and conditions provided therein. [This Note is also entitled to the benefits of the Parent Guaranty Agreement.]1 If one or more of the Events of Default specified in the Agreement occurs and is continuing, all amounts then remaining unpaid on this Note shall become under certain circumstances, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender to the Borrower shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans to the Borrower , payments or prepayments with respect thereto, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Rate Loans, the length of each Interest Period with respect thereto. Each such endorsement shall constitute prima facie evidence of the accuracy of the information absent manifest error. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. By: Name: Title:] By: Name: Title: By: Name: Title:] To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain ~~Five~~Short-~~Year~~ Term Revolving Credit Facility Credit Agreement, dated as of ~~June 17~~January 12, ~~2004~~ 2012 (as amended, restated, extended, supplemented or otherwise modified ~~in writing~~ from time to time, the "“Agreement;" ” the terms defined therein being used herein as therein defined), among ~~Albertson's~~Gilead Sciences, Inc., a Delaware corporation (the "“Parent”), Gilead Biopharmaceutics Ireland Corporation, an Irish company (“Gilead Ireland”; Gilead Ireland together with the Parent are together referred to as the “Borrowers”, and each individually, as a “Borrower"”), the Lenders from time to time party ~~thereto,~~ thereto and Bank of America, N.A., as Administrative Agent. Pursuant to Section 6.02 of the Agreement, the undersigned Responsible Officer hereby certifies as of the date hereof that he/she is an authorized officer of the Parent as denoted on the signature page hereto, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Parent and ~~Swing Line Lender. The undersigned hereby requests a Swing Line Loan:~~Gilead Ireland, and that: [Use following paragraph 1 for fiscal year-end financial statements] 1. ~~On ____________________ (~~[Attached hereto as Schedule 1] [Included in the Parent’s most recent periodic reports filed with the SEC] are the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Parent and its Subsidiaries ended as of the above date, together with the report of a ~~Business Day)~~Registered Public Accounting Firm required by such section. [Use following paragraph 1 for fiscal quarter-end financial statements] 1. [Attached hereto as Schedule 1] [Included in the Parent’s most recent periodic reports filed with the SEC] are the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Parent and its Subsidiaries ended as of the above date. Such unaudited financial statements fairly present, in all material respects, the financial condition, results of operations, shareholders’ equity and cash flows of the Parent and its Subsidiaries in accordance with GAAP, as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. ~~In the amount of $_______________.~~ The ~~Swing Line Borrowing requested herein complies~~ undersigned has reviewed and is familiar with the ~~requirements~~ terms of the ~~provisos~~ Agreement and has made, or has caused to ~~the first sentence of Section 2.04(a)~~ be made under his/her supervision, a reasonably detailed review of the Agreement. ALBERTSON'S, INC. By: _________________________________ Name: _______________________________ Title: ______________________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment transactions and ~~Assumption (this "Assignment and Assumption") is dated as~~ financial condition of the ~~Effective Date~~ Parent and its Subsidiaries during the accounting period covered by the attached financial statements. 3. A review of the activities of each Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrowers performed and observed all of their respective Obligations under the Loan Documents, and To the knowledge of the undersigned during such fiscal period, each Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default or Event of Default has occurred and is continuing, other than as set forth ~~below~~ below: Covenants or conditions not performed or observed: [none] Nature and ~~is entered into by and between~~ status of any Default or Event of Default: [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.none]

Appears in 1 contract

Sources: Short Term Revolving Credit Facility Credit Agreement (Gilead Sciences Inc)

Comprised of. ~~ABSOLUTE RATE BID OR BID LOAN NO~~[Type of Revolving Loan requested] 4. INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID* ------------ ----------------------- ----------- ---------------------- 1 _______days/mos $____________ (- +) _______% 2 _______days/mos $____________ (- +) _______% 3 _______days/mos $____________ (- +) _______% -------------------- * Expressed in multiples For Eurodollar Rate Loans: with an Interest Period of ~~1/100th~~ months. ------- The Revolving Borrowing requested herein complies with the proviso to the first sentence of ~~a basis point~~Section 2.01 of the Agreement. ~~Contact Person: ____________________ Telephone: __________________ [LENDER]~~ SAFECO CORPORATION By: ~~_____________________________________~~ ------------------------------- Name: ~~___________________________________~~ ------------------------- Title: __________________________________ ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: BID LOAN NO. PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- ~~$ $ $ ALBERTSON'S, INC.~~ By: ~~__________________________________~~ -------------------------------- Name: ~~________________________________~~ ------------------------- Title: ~~_______________________________~~ ------------------------- Exhibit B FORM OF SWING LINE LOAN NOTICE Date: ___________~~________________~~, _____ ~~B-2-2 Form of Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE~~ To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain ~~Five-Year~~ Credit Agreement, dated as of ~~June 17~~September 18, ~~2004~~ 2002 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among ~~Albertson's, Inc.~~SAFECO Corporation, a ~~Delaware~~ Washington corporation (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative ~~Agent~~ Agent, L/C Issuer and Swing Line Lender. The undersigned hereby requests a Swing Line Loan: : 1. On ~~____________________~~ (a Business Day). . -------------------------------------------------- 2. In the amount of ~~$_______________~~$ . ---------------------------------- The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. ~~ALBERTSON'S, INC.~~ SAFECO CORPORATION By: ~~______~~--------------------------------------- Name: --------------------------------------- Title: --------------------------------------- By: ------------------------------------- Name: ------------------------------------- Title: ------------------------------------- Exhibit C FORM OF REVOLVING LOAN NOTE $--------------- --------------------- FOR VALUE RECEIVED, SAFECO CORPORATION, a Washington corporation (the "Borrower"), hereby promises to pay to the order of ___________________________ ~~Name:~~ (the "Lender"), on the Maturity Date (as defined in the Credit Agreement referred to below) the principal amount of __________________Dollars ($____________~~_ Title: ______________________________ C-1 Form~~ ), or such lesser principal amount of ~~Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment~~ Revolving Loans (as defined in such Credit Agreement) due and ~~Assumption (this "Assignment and Assumption") is~~ payable by the Borrower to the Lender on the Maturity Date under that certain Credit Agreement, dated as of ~~the Effective Date set forth below and is entered into by and between [Insert name of Assignor]~~ September 18, 2002 (as amended, extended, supplemented or otherwise modified in writing from time to time, the "~~Assignor")~~ Agreement;" the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and ~~[Insert name~~ Bank of ~~Assignee] (~~America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the ~~"Assignee"). Capitalized terms used but not defined herein shall have~~ unpaid principal amount of each Revolving Loan from the ~~meanings given to them~~ date of such Revolving Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the ~~Credit Agreement identified below~~ Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent's Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the ~~"Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions~~ per annum rate set forth in ~~Annex 1 attached hereto are~~ the Agreement. This Note is one of the Revolving Loan Notes referred to in the Agreement, is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. Upon the occurrence of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Revolving Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby ~~agreed~~ waives diligence, presentment, protest and demand and notice of protest, demand, intent to accelerate, acceleration, dishonor and ~~incorporated herein by reference and made a part~~ non-payment of this ~~Assignment and Assumption as if set forth herein in full~~Note. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest")THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. ~~Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.~~SAFECO CORPORATION By: --------------------------------------- Name: ---------------------------------------- Title: --------------------------------------- By: --------------------------------------- Name: ---------------------------------------- Title: ---------------------------------------

Appears in 1 contract

Sources: Credit Agreement (Safeco Corp)

Comprised of. ~~ABSOLUTE RATE BID OR BID LOAN NO. INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID* ------------ -----------------------~~ For requested Competitive Absolute Amount Offshore Competitive Bid or Loan with a maturity of Bid Maximum Margin Bid ------------------------- ----------- ~~---------------------- 1~~ --------------- (1) days/wks/mos $___~~____days/mos $~~____________ (- +) _______~~% 2~~ _% (2) days/wks/mos $___~~____days/mos $~~____________ (- +) _______~~% 3~~ _% (3) days/wks/mos $___~~____days/mos $~~____________ (- +) ________% ~~-------------------- * Expressed in multiples of 1/100th of a basis point. Contact Person~~▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇son: _____________________ Telephone: _______________________________ ~~[LENDER] By:~~ _________________________________________ ~~Name~~[Bank] By: _____________________________________ Title: __________________________________ ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN ▇▇▇ ▇▇▇▇▇▇▇ ▇-▇ FORM OF COMPETITIVE LOAN NOTE $______________________ _________________________ FOR VALUE RECEIVED, SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, a Delaware corporation (the "Borrower"), hereby promises to pay to the order of _________________ (the "Bank") at its Lending Office the principal sum of $_________________ (or such lesser amount as shall equal the aggregate unpaid principal amount of the Competitive Loans made by the Bank to Borrower under the Credit Agreement referred to below), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Competitive Loan, at such office, in like money and funds, for the period commencing on the date of such Competitive Loan until such Competitive Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, type, interest rate and duration of Interest Period (if applicable) of each Competitive Loan made by the Bank to Borrower, and each payment made on account of the principal of such Competitive Loan, shall be recorded by the Bank on its books and, prior to any transfer of this Competitive Loan Note, endorsed by the Bank on the schedule attached to this Competitive Loan Note or any continuation of such schedule, provided that the failure of the Bank to make any such recordation or endorsement shall not affect the obligations of Borrower to make a payment when due of any amount owing under the Credit Agreement or under this Competitive Loan Note in respect of the Competitive Loans made by the Bank. This promissory note is one of the Competitive Loan Notes referred to in the Credit Agreement (Multi-Year Facility) dated as of August 20, 1997 among Borrower, the banks from time to time party thereto, and Bank of America National Trust and Savings Association, as Administrative Agent (as extended, renewed, amended or restated from time to time, the "Agreement;") the terms defined therein being used herein as therein defined). The Credit Agreement provides for the acceleration of the maturity of this Competitive Loan Note upon the occurrence of 121 certain events and for prepayments of Competitive Loans upon the terms and conditions specified in the Credit Agreement. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Competitive Loan Note. Except as permitted by the Credit Agreement, this Competitive Loan Note may not be assigned by the Bank or Borrower to any other Person. THIS COMPETITIVE ~~BID: The offers made above are hereby accepted in the amounts set forth below: BID~~ LOAN NONOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF CALIFORNIA. ~~PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- $ $ $ ALBERTSON'S~~SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, ~~INC.~~ a Delaware corporation By: _________________________________~~_ Name: ____________________________~~____ ~~Title: _______________________________ Date: ________________________________ B-2-2 Form of~~ Dani▇▇ ▇. ▇▇▇▇▇▇▇ Senior Vice President and Treasurer 122 Schedule to Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Five-Year Credit Agreement, dated as of June 17, 2004 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Albertson's, Inc., a Delaware corporation (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Swing Line Lender. The undersigned hereby requests a Swing Line Loan: 1. On ____________________ (a Business Day). 2. In the amount of $_______________. The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. ALBERTSON'S, INC. By: _________________________________ Name: _______________________________ Title: ______________________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.Note

Appears in 1 contract

Sources: Credit Agreement (Science Applications International Corp)

Comprised of. ABSOLUTE RATE BID OR EUROCURRENCY BID LOAN NO. INTEREST PERIOD OFFERED BID MAXIMUM ~~EURODOLLAR~~ MARGIN BID* ------------ ----------------------- ~~----------- ----------------------~~ ------------------ ----------------- 1 _______days/mos $_________________ (- +) )________% 2 _______days/mos $_________________ (- +) )________% 3 _______days/mos $_________________ (- +) )________% ~~--------------------~~ ------------- * Expressed in multiples of 1/100th of a basis point. B-2 - 1 Form of Competitive Bid Contact Person~~: _____~~:_______________ Telephone~~: _~~:_________________ [LENDER] By~~: ___~~:__________________________________ Name: ~~___________________________________~~ Title: ~~__________________________________~~ ******************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE ~~BORROWER~~ COMPANY IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: BID LOAN NO. PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- ~~$ $ $ ALBERTSON'S, INC. By:~~ ____________ $____________________ ____________ $____________________ ____________ $____________________ Date:______________ IDEX CORPORATION By:______________________________ Name: ~~__________________~~Title: EXHIBIT C FORM OF SWING LINE LOAN NOTICE Date:______________ ~~Title: _______________________________ Date: ________________________________ B-2-2 Form of Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE~~ To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain ~~Five-Year~~ Credit Agreement, dated as of ~~June 17~~December 14, 2004 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" "; the terms defined therein being used herein as therein defined), among ~~Albertson's, Inc.~~IDEX Corporation, a Delaware corporation (the "~~Borrower~~Company"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative ~~Agent~~ Agent, L/C Issuer and Swing Line Lender. The undersigned hereby requests a Swing Line Loan: 1. On On_____________________________ (a Business Day). 2. In the amount of $_______________. The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section ~~2.04(a~~2.05(a) of the Agreement. ~~ALBERTSON'S, INC.~~ IDEX CORPORATION By: :__________________________________ Name: ~~_______________________________~~ Title: ______________________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.:

Appears in 1 contract

Sources: Credit Agreement (Idex Corp /De/)

Comprised of. ~~ABSOLUTE RATE BID OR BID LOAN NO~~Bid Loan No. ~~INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID~~Interest Period offered Bid Maximum Absolute Rate Bid or Eurocurrency Margin Bid* ~~------------ ----------------------- ----------- ---------------------- 1~~ Currency [LENDER] 1. On _______days/mos $____________ (- +) _______% 2 _______days/mos $____________ (- +) _______% 3 _______days/mos $____________ (- +) _______% -------------------- * Expressed in multiples of 1/100th of a basis point. Contact Person: ____________________ Telephone: __________________ [LENDER] By: _____________________________________ Name: ___________________________________ Title: __________________________________ ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: BID LOAN NO. PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- $ $ $ ALBERTSON'S, INC. By: __________________________________ Name: ________________________________ Title: _______________________________ Date: ________________________________ B-2-2 Form of Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Five-Year Credit Agreement, dated as of June 17, 2004 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Albertson's, Inc., a Delaware corporation (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Swing Line Lender. The undersigned hereby requests a Swing Line Loan: 1. On ____________________ (a Business Day). 2. In the amount of $Cdn$_______________. 3. No Default, Event of Default or Senior Note Indenture Default exists, or will result from the proposed extension of a Canadian Dollar Swing Line Loan or from the application of the proceeds thereof. The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section ~~2.04(a~~2.05(c)(i) of the Agreement. ~~ALBERTSON'S~~HOST HOTELS & RESORTS, ~~INC.~~ L.P. By: Host Hotels & Resorts, Inc. Name: Title: Date: ___________, _____ To: [Bank of America, N.A. London Branch] [JPMorgan Chase Bank, N.A.] [▇▇▇▇▇ Fargo Bank, N.A.], as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Fifth Amended and Restated Credit Agreement, dated as of August 1, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Host Hotels & Resorts, L.P. (the “Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and a Swing Line Lender. The undersigned hereby requests a Euro/Sterling Swing Line Loan: 1. On ___________________________ ~~Name:~~ (a Business Day). 2. In the amount of [Euro][ Sterling] _______________~~________________~~ . 3. No Default, Event of Default or Senior Note Indenture Default exists, or will result from the proposed extension of a Euro/Sterling Swing Line Loan or from the application of the proceeds thereof. The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.05(d)(i) of the Agreement. HOST HOTELS & RESORTS, L.P. By: Host Hotels & Resorts, Inc. Name: Title: ▇▇▇▇ ▇▇ ▇▇▇▇ ▇-▇ LOAN NOTICE Date: ___________~~______________~~, _____ ~~C-1 Form~~ To: Bank of ~~Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment~~ America, N.A., as Administrative Agent Ladies and ~~Assumption (this "Assignment~~ Gentlemen: Reference is made to that certain Fifth Amended and ~~Assumption") is~~ Restated Credit Agreement, dated as of August 1, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the ~~Effective Date set forth below and is entered into by and between [Insert name of Assignor]~~ “Agreement;” the terms defined therein being used herein as therein defined), among Host Hotels & Resorts, L.P., a Delaware limited partnership (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit Agreement"“Company”), ~~receipt~~ the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, an L/C Issuer and a ~~copy of which is hereby acknowledged by the Assignee~~Swing Line Lender. The ~~Standard Terms and Conditions set forth in Annex 1 attached hereto are~~ Company hereby ~~agreed to and incorporated herein by reference and made a part~~ requests (select one): ☐ A Borrowing of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as Term A-1 Loans ☐ A conversion of ~~the Effective Date inserted by the Administrative Agent as contemplated below (i) all~~ Term A-1 Loans ☐ A continuation of the Assignor's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.Eurocurrency Rate Term Loans

Appears in 1 contract

Sources: Credit Agreement (Host Hotels & Resorts L.P.)

Comprised of. ~~ABSOLUTE RATE BID OR BID LOAN NO~~[Type of Used Vehicle Floorplan Committed Loan requested] The Used Vehicle Floorplan Swing Line Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.08(a) of the Credit Agreement. INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID* ------------ ----------------------- ----------- ---------------------- 1 _______days/mos $____________ (- +) _______% 2 _______days/mos $____________ (- +) _______% 3 _______days/mos $____________ (- +) _______% -------------------- * Expressed in multiples of 1/100th of a basis point. Contact Person: ____________________ Telephone: __________________ [LENDER] By: ~~________________~~Name: Title: FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and collectively the “Borrowers”) hereby promises, jointly and severally, to pay to _____________________ Name: ___________________________________ Title: __________________________________ ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each New Vehicle Floorplan Loan from time to time made ~~above are hereby accepted in~~ by the ~~amounts set forth below: BID LOAN NO. PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- $ $ $ ALBERTSON'S~~Lender to Sonic Automotive, ~~INC. By: __________________________________ Name: ________________________________ Title: _______________________________ Date: ________________________________ B-2-2 Form~~ Inc. (the “Company”) or any New Vehicle Borrower under the Credit Agreement and the principal amount of ~~Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE To: Bank of America, N.A., as Swing Line~~ each Used Vehicle Floorplan Loan from time to time made by the Lender ~~Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made~~ to the Company under that certain ~~Five-Year~~ Third Amended and Restated Syndicated New and Used Vehicle Floorplan Credit Agreement, dated as of ~~June 17~~November 30, ~~2004~~ 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "“Credit Agreement;" ”, the terms defined therein being used herein as therein defined), among ~~Albertson's~~the Company, ~~Inc., a Delaware corporation (~~certain Subsidiaries of the ~~"Borrower")~~Company from time to time party thereto, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, New Vehicle Swing Line Lender, and Used Vehicle Swing Line Lender, and Bank of America, N.A., as Revolving Administrative Agent (in the capacity of collateral agent for the Secured Parties). Each Borrower promises, jointly and ~~Swing Line Lender. The undersigned hereby requests a Swing Line Loan: 1. On ____________________ (a Business Day). 2. In~~ severally, to pay interest on the unpaid principal amount of ~~$_______________. The Swing Line Borrowing requested herein complies with~~ each Loan from the ~~requirements~~ date of ~~the provisos to the first sentence of Section 2.04(a) of the Agreement. ALBERTSON'S~~such New Vehicle Floorplan Loan or Used Vehicle Floorplan Loan until such principal amount is paid in full, INC. By: _________________________________ Name: _______________________________ Title: ______________________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment at such interest rates and ~~Assumption (this "Assignment and Assumption") is dated~~ at such times as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them provided in the Credit ~~Agreement identified below~~ Agreement. Except as otherwise provided in Section 2.03(h) with respect to New Vehicle Floorplan Swing Line Loans, and Section 2.08(f) with respect to Used Vehicle Floorplan Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the ~~"Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions~~ per annum rate set forth in ~~Annex 1 attached hereto are hereby agreed~~ the Credit Agreement. This Note is one of the Notes referred to ~~and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein~~ in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the ~~Effective Date inserted~~ Guaranties and is secured by the ~~Administrative Agent as contemplated below (i) all~~ Collateral. [This Note is issued in replacement of a Note dated July 23, 2014, issued to the ~~Assignor's rights and obligations as a~~ Lender ~~under~~ pursuant to the Credit Agreement (the “Existing Note”), and does not effect any ~~other documents~~ refinancing or ~~instruments delivered pursuant thereto to~~ extinguishment of the ~~extent related to the amount and percentage interest identified below of all of such outstanding rights~~ indebtedness and obligations of such Existing Note and is not a novation but is a replacement of such Existing Note.] Upon the ~~Assignor under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities)~~ occurrence and ~~(ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes~~ continuation of ~~action and any other right~~ one or more of the ~~Assignor (~~Events of Default specified in ~~its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with~~ the Credit Agreement, ~~any other documents~~ all amounts then remaining unpaid on this Note shall (if required by the Credit Agreement) become, or ~~instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related~~ may be declared to ~~any of the foregoing~~be, ~~including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims~~ immediately due and payable all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as ~~the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly~~ provided in ~~this Assignment~~ the Credit Agreement. New Vehicle Floorplan Loans and ~~Assumption, without representation or warranty~~ Used Vehicle Floorplan Loans made by the ~~Assignor.~~Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its New Vehicle Floorplan Loans and Used Vehicle Floorplan Loans and payments with respect thereto. Each Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA. By: Name: Title: By: Name: Title:

Appears in 1 contract

Sources: Syndicated New and Used Vehicle Floorplan Credit Agreement (Sonic Automotive Inc)

Comprised of. ~~ABSOLUTE RATE BID OR BID LOAN NO~~Bid Loan No. ~~INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID* ------------ ----------------------- ----------- ----------------------~~ Interest Period offered Bid Maximum Absolute Rate Bid or Eurocurrency Margin Bid1 1 _______days/mos ~~$____________~~ $ (- +) _______% 2 _______days/mos ~~$____________~~ $ (- +) _______% 3 _______days/mos ~~$____________~~ $ (- +) _______% ~~--------------------~~ * Expressed in multiples of 1/100th of a basis point. B-2-1 Contact Person: _________________________ Telephone: _________________~~_ [LENDER] By: _________________________~~____________ By: Name: ~~___________________________________~~ Title: ~~__________________________________~~ ****************************************************************************** ~~THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID:~~ The offers made above are hereby accepted in the amounts set forth below: ~~BID LOAN NO~~Bid Loan No. ~~PRINCIPAL AMOUNT ACCEPTED ------------ -------------------------~~ Principal Amount Accepted $ $ $ ~~ALBERTSON'S~~BORROWER: Tanger Properties Limited Partnership, ~~INC.~~ a North Carolina limited partnership By: Tanger GP Trust, its sole general partner By: ________________________________ Name: Title: FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby promises to pay to _____________________ or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Fourth Amended and Restated Credit Agreement, dated as of July 13, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Tanger Properties Limited Partnership (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in the currency in which such Committed Loan is denominated and in Same Day Funds at the Administrative Agent’s Office for such currency. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount, currency and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. BORROWER: Tanger Properties Limited Partnership, a North Carolina limited partnership By: Tanger GP Trust, its sole general partner By: ________________________________ Name: Title: Check for distribution to PUBLIC and Private Side Lenders2 To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Fourth Amended and Restated Credit Agreement, dated as of July 13, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Tanger Properties Limited Partnership (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent and L/C Issuer. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _______________________________________ ~~Name: ________________________________ Title: _______________________________ Date: ________________________________ B-2-2 Form~~ of ~~Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE To: Bank of America~~the Borrower, ~~N.A.~~and that, as ~~Swing Line Lender Bank of America~~such, ~~N.A., as~~ he/she is authorized to execute and deliver this Certificate to the Administrative Agent ~~Ladies and Gentlemen: Reference is made to that certain Five-Year Credit Agreement, dated as~~ on the behalf of ~~June 17, 2004 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time,~~ the ~~"Agreement;" the terms defined therein being used herein as therein defined), among Albertson's, Inc., a Delaware corporation (the "~~Borrower~~"), the Lenders from time to time party thereto~~, and ~~Bank of America, N.A., as Administrative Agent and Swing Line Lender. The undersigned hereby requests a Swing Line Loan~~that: 1. ~~On ____________________ (a Business Day)~~The Borrower has delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 1. The Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. To the knowledge of the undersigned, such financial statements fairly present, in all material respects, the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. ~~In the amount of $_______________.~~ The ~~Swing Line Borrowing requested herein complies~~ undersigned has reviewed and is familiar with the ~~requirements~~ terms of the ~~provisos~~ Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the ~~first sentence of Section 2.04(a~~transactions and condition (financial or otherwise) of the ~~Agreement~~Borrower during the accounting period covered by such financial statements. 3. ALBERTSON'S, INC. By: _________________________________ Name: _______________________________ Title: ______________________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "Assignment and Assumption") is dated as A review of the ~~Effective Date set forth below~~ activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and ~~is entered into by and between [Insert name of Assignor] (~~observed, in all material respects, all its Obligations under the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the AssigneeLoan Documents, and ~~the Assignee hereby irrevocably purchases and assumes from the Assignor~~2 If this is not checked, ~~subject~~ this certificate will only be posted to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the AssignorPrivate Side Lenders.

Appears in 1 contract

Sources: Credit Agreement (Tanger Properties LTD Partnership /Nc/)

Comprised of. ~~ABSOLUTE RATE BID OR BID LOAN NO~~[Type of Used Vehicle Floorplan Committed Loan requested] The Used Vehicle Floorplan Swing Line Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.08(a) of the Credit Agreement. INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID* ------------ ----------------------- ----------- ---------------------- 1 _______days/mos $____________ (- +) _______% 2 _______days/mos $____________ (- +) _______% 3 _______days/mos $____________ (- +) _______% -------------------- * Expressed in multiples of 1/100th of a basis point. Contact Person: ____________________ Telephone: __________________ [LENDER] By: ~~________________~~Name: Title: FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and collectively the “Borrowers”) hereby promises, jointly and severally, to pay to _____________________ Name: ___________________________________ Title: __________________________________ ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each New Vehicle Floorplan Loan from time to time made ~~above are hereby accepted in~~ by the ~~amounts set forth below: BID LOAN NO. PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- $ $ $ ALBERTSON'S~~Lender to Sonic Automotive, ~~INC. By: __________________________________ Name: ________________________________ Title: _______________________________ Date: ________________________________ B-2-2 Form~~ Inc. (the “Company”) or any New Vehicle Borrower under the Credit Agreement and the principal amount of ~~Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE To: Bank of America, N.A., as Swing Line~~ each Used Vehicle Floorplan Loan from time to time made by the Lender ~~Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made~~ to the Company under that certain ~~Five-Year~~ Amended and Restated Syndicated New and Used Vehicle Floorplan Credit Agreement, dated as of ~~June 17~~July 8, ~~2004~~ 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "“Credit Agreement;" ”, the terms defined therein being used herein as therein defined), among ~~Albertson's~~the Company, ~~Inc., a Delaware corporation (~~certain Subsidiaries of the ~~"Borrower")~~Company from time to time party thereto, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, New Vehicle Swing Line Lender, and Used Vehicle Swing Line Lender, and Bank of America, N.A., as Revolving Administrative Agent (in the capacity of collateral agent for the Secured Parties). Each Borrower promises, jointly and ~~Swing Line Lender. The undersigned hereby requests a Swing Line Loan: 1. On ____________________ (a Business Day). 2. In~~ severally, to pay interest on the unpaid principal amount of ~~$_______________. The Swing Line Borrowing requested herein complies with~~ each Loan from the ~~requirements~~ date of ~~the provisos to the first sentence of Section 2.04(a) of the Agreement. ALBERTSON'S~~such New Vehicle Floorplan Loan or Used Vehicle Floorplan Loan until such principal amount is paid in full, INC. By: _________________________________ Name: _______________________________ Title: ______________________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment at such interest rates and ~~Assumption (this "Assignment and Assumption") is dated~~ at such times as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them provided in the Credit ~~Agreement identified below~~ Agreement. Except as otherwise provided in Section 2.03(h) with respect to New Vehicle Floorplan Swing Line Loans, and Section 2.08(f) with respect to Used Vehicle Floorplan Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the ~~"Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions~~ per annum rate set forth in ~~Annex 1 attached hereto are hereby agreed~~ the Credit Agreement. This Note is one of the Notes referred to ~~and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein~~ in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the ~~Effective Date inserted~~ Guaranties and is secured by the ~~Administrative Agent as contemplated below (i) all~~ Collateral. Upon the occurrence and continuation of one or more of the Assignor's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below Events of ~~all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Swing Line Loans included~~ Default specified in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, ~~any other documents~~ all amounts then remaining unpaid on this Note shall (if required by the Credit Agreement) become, or ~~instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related~~ may be declared to ~~any of the foregoing~~be, ~~including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims~~ immediately due and payable all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as ~~the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly~~ provided in ~~this Assignment~~ the Credit Agreement. New Vehicle Floorplan Loans and ~~Assumption, without representation or warranty~~ Used Vehicle Floorplan Loans made by the ~~Assignor~~Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its New Vehicle Floorplan Loans and Used Vehicle Floorplan Loans and payments with respect thereto. C-1 Form of Note C-2 Form of Note C-3 Form of Note

Appears in 1 contract

Sources: Syndicated Credit Agreement (Sonic Automotive Inc)

Comprised of. ~~ABSOLUTE RATE BID OR BID LOAN NO~~Bid Loan No. ~~INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID~~Interest Period offered Bid Maximum Absolute Rate Bid of Eurodollar Margin Bid* ~~------------ ----------------------- ----------- ----------------------~~ 1 ~~_______~~days/mos ~~$____________~~ $ (- – +) ~~_______~~% 2 ~~_______~~days/mos ~~$____________~~ $ (- – +) ~~_______~~% 3 ~~_______~~days/mos ~~$____________~~ $ (- – +) ~~_______~~% ~~--------------------~~ * Expressed in multiples of 1/100th of a basis point. Exhibit B-2-1 Form of Bid Request Contact Person: ~~____________________~~ Telephone: ~~__________________~~ [LENDER] By: ~~_____________________________________~~ Name: ~~___________________________________~~ Title: ~~__________________________________~~ ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY ~~THE~~ BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers made above are hereby accepted in the amounts set forth below: ~~BID LOAN NO~~Bid Loan No. ~~PRINCIPAL AMOUNT ACCEPTED ------------ -------------------------~~ Principal Amount Accepted $ $ $ ~~ALBERTSON'S~~NVR, INC. By: ~~__________________________________~~ Name: ~~________________________________~~ Title: ~~_______________________________~~ Date: ~~________________________________~~ Exhibit B-2-2 Form of ~~Competitive~~ Bid Request EXHIBIT C FORM OF ~~SWING LINE LOAN NOTICE To:~~ NOTE July 15, 2016 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to Borrower under that certain Credit Agreement, dated as of July 15, 2016 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.05(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest shall be made to Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. NVR, INC. By: Name: Title: LOANS AND PAYMENTS WITH RESPECT THERETO Date Type of Loan Made Amount of Loan Made End of Interest Period Amount of Principal or Interest Paid This Date Outstanding Principal Balance This Date Notation Made By EXHIBIT D FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain ~~Five-Year~~ Credit Agreement, dated as of ~~June 17~~July 15, ~~2004~~ 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "“Agreement;" ” the terms defined therein being used herein as therein defined), among ~~Albertson's~~NVR, Inc., a ~~Delaware~~ Virginia corporation (the "“Borrower"”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative ~~Agent~~ Agent, L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby ~~requests a Swing Line Loan:~~certifies as of the date hereof that he/she is the of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Administrative Agent on the behalf of Borrower, and not in his/her individual capacity that: [Use following paragraph 1 for fiscal year-end financial statements] 1. ~~On ____________________ (a Business Day)~~Borrower has delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. [Use following paragraph 1 for fiscal quarter-end financial statements] 1. Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of Borrower ended as of the above date. Such financial statements fairly present in all material respects the financial condition, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. ~~In the amount of $_______________.~~ The ~~Swing Line Borrowing requested herein complies~~ undersigned has reviewed and is familiar with the ~~requirements~~ terms of the ~~provisos~~ Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of Borrower during the accounting period covered by such financial statements. 3. A review of the activities of Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period Borrower performed and observed all its Obligations under the Loan Documents, and [select one:] [to the ~~first sentence of Section 2.04(a)~~ best knowledge of the ~~Agreement. ALBERTSON'S~~undersigned, INC. By: _________________________________ Name: _______________________________ Title: ______________________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment no Default has occurred and ~~Assumption (this "Assignment and Assumption")~~ is ~~dated as~~ continuing.] —or— [to the best knowledge of the ~~Effective Date set forth below~~ undersigned, the following is a list of each Default that has occurred and is ~~entered into by~~ continuing (including its nature and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.status):]

Appears in 1 contract

Sources: Credit Agreement

Comprised of. ~~ABSOLUTE RATE BID OR BID LOAN NO~~[Type of Used Vehicle Floorplan Committed Loan requested] The Used Vehicle Floorplan Swing Line Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.08(a) of the Credit Agreement. INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID* ------------ ----------------------- ----------- ---------------------- 1 _______days/mos $____________ (- +) _______% 2 _______days/mos $____________ (- +) _______% 3 _______days/mos $____________ (- +) _______% -------------------- * Expressed in multiples of 1/100th of a basis point. Contact Person: ____________________ Telephone: __________________ [LENDER] By: ~~________________~~Name: Title: FOR VALUE RECEIVED, each of the undersigned (each a “Borrower” and collectively the “Borrowers”) hereby promises, jointly and severally, to pay to _____________________ Name: ___________________________________ Title: __________________________________ ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers or registered assigns (the “Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each New Vehicle Floorplan Loan from time to time made ~~above are hereby accepted in~~ by the ~~amounts set forth below: BID LOAN NO. PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- $ $ $ ALBERTSON'S~~Lender to Sonic Automotive, ~~INC. By: __________________________________ Name: ________________________________ Title: _______________________________ Date: ________________________________ B-2-2 Form~~ Inc. (the “Company”) or any New Vehicle Borrower under the Credit Agreement and the principal amount of ~~Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE To: Bank of America, N.A., as Swing Line~~ each Used Vehicle Floorplan Loan from time to time made by the Lender ~~Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made~~ to the Company under that certain ~~Five-Year~~ Second Amended and Restated Syndicated New and Used Vehicle Floorplan Credit Agreement, dated as of ~~June 17~~July 23, ~~2004~~ 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "“Credit Agreement;" ”, the terms defined therein being used herein as therein defined), among ~~Albertson's~~the Company, ~~Inc., a Delaware corporation (~~certain Subsidiaries of the ~~"Borrower")~~Company from time to time party thereto, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, New Vehicle Swing Line Lender, and Used Vehicle Swing Line Lender, and Bank of America, N.A., as Revolving Administrative Agent (in the capacity of collateral agent for the Secured Parties). Each Borrower promises, jointly and severally, to pay interest on the unpaid principal amount of each Loan from the date of such New Vehicle Floorplan Loan or Used Vehicle Floorplan Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. Except as otherwise provided in Section 2.03(h) with respect to New Vehicle Floorplan Swing Line ~~Lender~~Loans, and Section 2.08(f) with respect to Used Vehicle Floorplan Swing Line Loans, all payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guaranties and is secured by the Collateral. [This Note is issued in replacement of a Note dated July 8, 2011, issued to the Lender pursuant to the Credit Agreement (the “Existing Note”), and does not effect any refinancing or extinguishment of the indebtedness and obligations of such Existing Note and is not a novation but is a replacement of such Existing Note.] Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall (if required by the Credit Agreement) become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. New Vehicle Floorplan Loans and Used Vehicle Floorplan Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The ~~undersigned~~ Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its New Vehicle Floorplan Loans and Used Vehicle Floorplan Loans and payments with respect thereto. Each Borrower, for itself, its successors and assigns, hereby ~~requests a Swing Line Loan: 1~~waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. On ____________________ (a Business Day). 2. In the amount of $_______________. The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. ALBERTSON'S, INCTHIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA. By: ~~_________________________________~~ Name: ~~_______________________________~~ Title: ~~______________________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION~~ By: Name: Title: This Assignment and Assumption (this "“Assignment and Assumption"”) is dated as of the Effective Date set forth below and is entered into by and between [~~Insert name of~~ the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor~~] (the "Assignor"~~”) and [~~Insert name of~~ the][each] Assignee identified in item 2 below ([the][each, an] “Assignee~~] (the "Assignee"~~”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] hereunder are several and not joint.]2 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "“Credit Agreement"”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, ~~the~~ [the][each] Assignor hereby irrevocably sells and assigns to [the ~~Assignee~~Assignee][the respective Assignees], and ~~the~~ [the][each] Assignee hereby irrevocably purchases and assumes from [the ~~Assignor~~Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the ~~Assignor's~~ Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a ~~Lender~~ Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the ~~Assignor~~ Assignor][the respective Assignors] under the respective facilities identified below (including, without ~~limitation,~~ limitation the New Vehicle Floorplan Swing Line Loans or the Used Vehicle Floorplan Swing Line Loans, as applicable, included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a ~~Lender)~~ Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as ~~the "~~[the][an] “Assigned Interest"”). ~~Such~~ Each such sale and assignment is without recourse to ~~the~~ [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by ~~the~~ [the][any] Assignor.

Appears in 1 contract

Sources: Syndicated New and Used Vehicle Floorplan Credit Agreement (Sonic Automotive Inc)

Comprised of. ~~ABSOLUTE RATE BID OR BID LOAN NO~~Competitive Loan no. ~~INTEREST PERIOD OFFERED BID MAXIMUM EURODOLLAR MARGIN BID* ------------ ----------------------- ----------- ---------------------- 1~~ Maturity requested Bid Maximum Absolute Rate Bid -------------------------------------------------------------------------------- (1) _______~~days/mos~~ days $__________________ _______% (~~- +~~2) _______~~% 2 _______days/mos~~ days $__________________ _______% (~~- +~~3) _______~~% 3 _______days/mos~~ days $__________________ ~~(- +)~~ _______% ~~-------------------- * Expressed in multiples of 1/100th of a basis point.~~ Contact Person: ~~_________~~___________ Telephone: ___________~~______~~_ [LENDER/DESIGNATED BIDDER] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Accepted as of: _______________________ [Effective Date] BANK OF AMERICA, N.A., as Administrative Agent By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT E-3 FORM OF COMPETITIVE LOAN NOTE $________________ _____________________ FOR VALUE RECEIVED, the undersigned (the "BORROWER"), hereby promises to pay to the order of ________________________ Name: ___________________________________ Title: __________________________________ ****************************************************************************** THIS SECTION IS TO BE COMPLETED BY THE BORROWER IF IT WISHES TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID: The offers (the "LENDER"), the aggregate principal amount of all Competitive Loans from time to time made ~~above are hereby accepted~~ by Lender to Borrower under that certain Credit Agreement, dated as of October 14, 1999 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "CREDIT AGREEMENT"), among Longs Drug Stores California, Inc., a California corporation, ("BORROWER"), the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent Terms defined in the ~~amounts~~ Credit Agreement are used herein as therein defined. Borrower promises to pay interest on the unpaid principal amount of each Competitive Loan from the date of such Competitive Loan until such principal amount is paid in full, at such interest rates, and payable at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to Administrative Agent for the account of Lender in United States dollars in immediately available funds at Administrative Agent's Payment office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth ~~below: BID~~ in the Credit Agreement. This Note is one of the "COMPETITIVE LOAN NONOTES" referred to in the Credit Agreement. ~~PRINCIPAL AMOUNT ACCEPTED ------------ ------------------------- $ $ $ ALBERTSON'S~~Reference is hereby made to the Credit Agreement for rights and obligations of payment and prepayment, events of default and the right of Lender to accelerate the maturity hereof upon the occurrence of such events. Competitive Loans made by Lender shall be evidenced by one or more loan accounts or records maintained by Lender in the ordinary course of business. Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Competitive Loans and payments with respect thereto. Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. Borrower agrees to pay all collection expenses, court costs and Attorney Costs (whether or not litigation is commenced) which may be incurred by Lender in connection with the collection or enforcement of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. LONGS DRUG STORES CALIFORNIA, INC. By: ~~__________________________________~~ ------------------------------------ Name: ~~________________________________~~ ---------------------------------- Title: ~~_______________________________~~ --------------------------------- EXHIBIT E-4 FORM OF COMPETITIVE LOAN DESIGNATED BIDDER JOINDER AGREEMENT Date: _____________________~~__________~~_ ~~B-2-2 Form of Competitive Bid EXHIBIT C FORM OF SWING LINE LOAN NOTICE~~ To: ~~Bank of America, N.A., as Swing Line Lender~~ Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain ~~Five-Year~~ Credit Agreement, dated as of ~~June 17~~October 14, ~~2004~~ 1999 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "~~Agreement;" the terms defined therein being used herein as therein defined~~CREDIT AGREEMENT"), among ~~Albertson's~~Longs Drug Stores California, Inc., a ~~Delaware corporation~~ California corporation, (~~the~~ "~~Borrower~~BORROWER"), the Lenders from time to time party thereto, ~~and~~ Bank of America, N.A., as Administrative ~~Agent and Swing Line Lender~~Agent. Terms defined in the Credit Agreement are used herein as therein defined. The undersigned ~~hereby requests a Swing Line Loan: 1. On __~~Lender and __________________ (the "COMPETITIVE LOAN DESIGNATED BIDDER") agree as follows: 1. Lender hereby designates the Competitive Loan Designated Bidder, and the Competitive Loan Designated Bidder hereby accepts such designation, to have a ~~Business Day)~~right to make Competitive Loans pursuant to SECTION 2.03(l) of the Credit Agreement. 2. In the amount of $_______________. The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of Section 2.04(a) of the Agreement. ALBERTSON'S, INC. By: _________________________________ Name: _______________________________ Title: ______________________________ C-1 Form of Swing Line Loan Notice EXHIBIT D ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (this "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the "Credit Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases Lender makes no representation or warranty and assumes ~~from the Assignor~~no responsibility with respect to (a) any statements, ~~subject to and~~ warranties or representations made in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, the Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto, or (b) the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto. 3. The Competitive Loan Designated Bidder (a) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered thereunder and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Designation Agreement; (b) recognizes that Lender may have material information in its possession which it has not disclosed to the Competitive Loan Designated Bidder, and agrees that Lender is under no obligation to disclose such or any information; (c) agrees that it will, independently and without reliance upon Administrative Agent, Lender or any other ~~documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way~~ Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or ~~related~~ not taking action under the Credit Agreement; (d) confirms that it is an entity qualified to ~~any~~ be a Competitive Loan Designated Bidder; (e) appoints and authorizes Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (f) agrees that it will perform in accordance with their terms all of the ~~foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related~~ obligations which by the terms of the Credit Agreement are required to ~~the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i)~~ be performed by it as a Competitive Loan Designated Bidder; and (iig) ~~above being referred to herein collectively~~ specifies as its Lending Office the ~~"Assigned Interest"). Such sale and assignment is without recourse to~~ office set forth on the ~~Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor~~attachment hereto.

Appears in 1 contract

Sources: Credit Agreement (Longs Drug Stores Corp)

Common use of Comprised of Clause in Contracts